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EQUITY - MARKET SCREENER

ISGEC Heavy Engineering Ltd
Industry :  Engineering - Turnkey Services
BSE Code
ISIN Demat
Book Value()
533033
INE858B01029
371.7743054
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ISGEC
18.55
6715.82
EPS(TTM)
Face Value()
Div & Yield %
49.24
1
0.66
 

As on: Oct 14, 2026 05:25 PM

1. The Board is pleased to present its report for the financial year ended March 31,2026.

2. Financial Performance

2.1 The financial performance of the Company is summarized below:

Particulars Financial Year ended
As at 31.03.2026 As at 31.03.2025 As at 31.03.2026 As at 31.03.2025
Standalone Consolidated
Total Revenue 5,45,866.15 5,07,937.61 6,92,227.93 6,46,435.86
Total Expenses 4,86,556.45 4,60,760.89 6,23,452.64 5,89,830.08
Profit before finance cost, depreciation and tax 59,309.70 47,176.72 68,783.14 56,612.49
Finance cost and depreciation 12,415.73 8,346.28 36,344.45 23,984.36
Profit before tax and exceptional items 46,893.97 38,830.44 32,438.69 32,628.13
Exceptional items -1,403.25 - 1,648.67 0.00
Profit before tax but after exceptional Items 45,490.72 38,830.44 30,790.02 32,628.13
Less: Tax expenses including deferred tax 10,815.46 9,456.01 15,386.35 12,188.96
Profit after tax 34,675.26 29,374.43 15,403.67 20,439.17
Other Comprehensive Income / (loss) (net of tax) 678.58 -207.2 -1,453.01 -383.36
Total Comprehensive Income 35,353.84 29,167.23 13,950.66 20,055.81
Balance carried to profit & loss account 31,677.36 26,226.05 9,838.08 23,281.19
Basic/ Diluted earnings per share of Re. 1 each 47.16 39.95 14.81 25.79

2.2 Performance and State of Company's Affairs

2.2.1 On a Standalone basis, your Company recorded total income of ' 5,45,866.15 Lakh for the financial year ended March 31,2026, as compared to ' 5,07,937.61 Lakh in the previous financial year, reflecting an increase of more than 7%. Profit before tax and exceptional items stood at ' 46,893.97 Lakh as against ' 38,830.44 Lakh in the previous financial year, registering a growth of 21%. During the year, the Company secured standalone order bookings aggregating to ' 5,56,100 Lakh, representing an increase of 9% over the previous financial year.

2.2.2 On a Consolidated basis, your Company recorded total income of ' 6,92,227.93 Lakh for the financial year ended March 31, 2026, as compared to ' 6,46,435.86 Lakh in the previous financial year, reflecting an increase of more than 7%. Profit before tax and exceptional items stood at ' 32,438.69 Lakh as against ' 32,628.13 Lakh in the previous financial year, registering a decrease of 1%. Consolidated order bookings during the financial year aggregated to ' 6,53,300 Lakh, representing an increase of 13% over the previous financial year.

2.3 Financial Highlights

A summary of the financial highlights of the Company for the Financial Year 2025-26 and the preceding four financial years, are summarised below:

Particulars Financial Year
2025-26 2024-25 2023-24 2022-23 2021-22
Share Capital 735.3 735.3 735.3 735.3 735.3
Reserves & Surplus 2,72,628.5 2,40,951.2 2,14,725.1 1,93,835.6 1,77,587.9
Net Worth 2,73,363.8 2,41,686.5 2,15,460.4 1,94,570.9 1,78,323.2
Revenue from operations 5,22,863.0 5,01,825.8 4,86,139.8 4,65,191.7 4,44,446.5
Profit Before Tax 45,490.7 38,830.4 30,390.1 23,439.5 14,706.3
Profit After Tax 34,675.3 29,374.4 23,170.7 17,792.3 11,281.9
Total Comprehensive Income 35,353.8 29,167.2 23,095.4 17,718.3 11,599.8
Dividend Amount 3,676.5 2,941.2 2,205.9 1,470.6 735.3
Dividend (per Equity Share) (In ') 5.0 4.0 3.0 2.0 1.0
Earnings per Share (In ') 47.2 39.9 31.5 24.2 15.3
Book Value Per Share (In ') 371.8 328.7 293.0 264.6 242.5
Return on Equity (%) 13% 12% 11% 9% 6%

3. Standalone and Consolidated Financial Statements

3.1 The Standalone and Consolidated Financial Statements for the financial year 2025-26 have been prepared in accordance with the Companies Act, 2013, Indian Accounting Standards ('IND-AS'), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. These statements form an integral part of the Annual Report.

3.2 The Statement in Form AOC-1, containing salient features of the financial statements of subsidiary and joint venture companies, as required under the Companies (Accounts) Rules, 2014, is annexed as Annexure - 1.

4. Change in the nature of business, if any

4.1 During the financial year 2025-26, there was no change in the nature of the Company's business.

5. There are no material changes or commitments affecting the Company's financial position between April 1, 2026, and the date of this report.

6. Amounts transferred to Reserves, if any

6.1 The Company has not transferred any amount to the reserves during the year under review.

7. Details of Subsidiaries, Joint Ventures and Associates

7.1 During the financial year 2025-26:

a) FPEL HR1 Energy Private Limited became an associate company of the Company.

b) Isgec Eswatini (Proprietary) Limited, Eswatini, was incorporated and became a wholly-owned subsidiary company of the Company.

c) No other company became or ceased to be a subsidiary, joint venture or associate company.

7.2 During the financial year 2026-27, SFW Isgec Energy Private Limited (Formerly known as Isgec SFW Boilers Private Limited) ceased as subsidiary. The said company, however, continues to be the Company's joint venture and associate company. Your Company holds 26% equity shareholding of the said company as on date of this report.

7.3 A report on the performance and financial highlights of the subsidiary and joint venture companies, along with business updates, is included in the Management Discussion and Analysis, which forms part of this Report and is annexed as Annexure-2.

7.4 The Audited Annual Financial Statements of the subsidiary and joint venture companies are available on the Company's website at https://www.isgec.com/ aboutus-subsidiaries-annual-reports-investor.php.

7.5 Hard copies of financial statements are available for inspection by the members at the Registered Office of your Company on all working days (except Saturday, Sunday and public holidays) between 11:00 a.m. to 5:00 p.m., up to the date of ensuing 93rd Annual General Meeting, September 28, 2026. Members who wish to obtain the said financial statements may write to the Company at its Registered Office or Corporate Office.

8. Particulars of Loans, Guarantees / Investments

8.1 The statement containing details of Loans given, Investments made, Guarantees given, or Securities provided under Section 186 of the Companies Act, 2013 is annexed to this report as Annexure-3.

9. Related Party Transactions

9.1 The Company has in place a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with the provisions of Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Company's website at https://www.isgec.com/pdf/PolicyonMaterialityof- RelatedPartyTransactionsandonDealingwithRelated- PartyTransactions(Updatedon09February2026).pdf

9.2 During the financial year under review, all related party transactions entered into by the Company were in the ordinary course of business and on arm's length basis. The Company has not entered into any material related party transactions as defined under the Companies Act, 2013. Accordingly, the disclosure of particulars of such transactions in Form AOC-2 is not mandatory.

9.3 There were no materially significant related party transactions that may have a potential conflict with the interests of the Company at large.

9.4 All related party transactions were reviewed and approved by the Audit Committee, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Also, the details of the executed related party transactions are being reviewed by the Audit Committee on a quarterly basis.

10. Dividend

10.1. Final Dividend for Financial Year 2025-26

Your Directors are pleased to recommend a final dividend of '6/- (Rupees Six only) per equity share of Re.1/- each. The dividend, if approved and declared in the ensuing Annual General Meeting, would result in a total outflow of '44,11,77,060/- (Rupees Forty-Four Crores Eleven Lakhs Seventy-Seven Thousand Sixty only).

10.2. Details of dividend declared in past 3 financial years:

Financial Year Dividend @ per equity Shares Total outflow
2024-25 5 36,76,47,550
2023-24 4 29,41,18,040
2022-23 3 22,05,88,530

10.3. Uncashed / Unclaimed Dividend

The Company has transferred the unpaid or unclaimed dividends (Interim and Final) for the past years to the unclaimed dividend accounts of the respective years and the details of the same are uploaded on the website of the Company. Details of unpaid or unclaimed dividends are available at https://www. isgec.com/unclaimed-dividend-investor.php.

10.4. Further, details of uncashed / unclaimed dividends commencing from Financial Year 2018-19 are as under :

Financial Year Type of Dividend (Interim / Final) Dividend (Per Share) Due date for Transfer to IEPF Amount of Unclaimed dividend as on March 31, 2026
2018-2019 Interim 5 17-03-2026 213,745
2018-2019 Final 1.5 15-09-2026 488,185.50
2019-2020 Interim 2 19-03-2027 772,786.00
2020-2021 Interim 2 19-03-2028 699,553.00
2020-2021 Final 1 23-10-2028 280,879.00
2021-2022 Final 2 29-09-2029 493,460.00
2022-2023 Final 3 28-09-2030 609,767.00
2023-2024 Final 4 03-10-2031 1,738,604.60
2024-2025 Final 5 22-10-2032 1,123,431.00

Note: Aforesaid unpaid / unclaimed dividend amounts are lying in unpaid / unclaimed dividend bank accounts of the respective years.

10.5. Transfer of Unclaimed Dividend into Investor Education and Protection Fund Authority

Details of unclaimed dividends transferred into Investor Education and Protection Fund Authority (IEPF), during the financial year 2025-26, are as under:

Particulars Unpaid or Unclaimed Dividend
1. Interim Dividend for the financial year 2017-18 655,248

10.6. Transfer of Shares into Investor Education and Protection Fund Authority (IEPF)

During the financial year 2025-26, the Company has transferred 28,620 equity shares to the Investor Education and Protection Fund Authority (IEPF), in respect of which dividends had remained unclaimed for seven consecutive years.

10.5 Dividend Distribution Policy

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. The said policy is available on the Company's website at https://www.isgec.com/pdf/Dividend-Distribution- Policy-1219.pdf.

11. Share Capital and Change in capital structure

11.1 As on April 01, 2025, the Authorised Share Capital of the Company was '8,50,00,000/-, comprising 8,50,00,000 equity shares of face value Re.1/- each.

The Issued, Subscribed, and Paid-up Share Capital was '7,35,29,510/-, comprising 7,35,29,510 fully paid- up equity shares of Re.1/- each.

11.2 All the equity shares issued by the Company are fully paid-up;

11.3 There was no change in the authorized, issued, subscribed, or paid-up share capital of the Company, during the Financial Year 2025-26;

11.4 The Company has only one class of shares, namely equity shares;

11.5 The Company did not issue any debt instruments, whether convertible or non-convertible, or any convertible securities during the financial year under review.

12. Credit Rating

12.1 The Company has obtained credit ratings for its various fund-based and non-fund-based facilities from ICRA Limited. The details of the credit ratings as on date are as follows:

Fund Based Non-Fund Based Fund Based / Non-Fund Based
Long Term [ICRA] AA (Stable) [lCRA] A1 + [lCRA] AA (Stable)/ [ICRA] A1 +
Short Term

13. Details of Directors / Key Managerial Personnel

13.1 Directors retiring by rotation and re-appointment thereof

13.1.1. Mr. Sanjay Gulati, Director (Designated as Joint Managing Director) of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

13.1.2. The Board recommends his re-appointment for approval of the members at ensuing Annual General Meeting.

13.1.3. Brief details of Mr. Sanjay Gulati are disclosed separately in the Notice of ensuing Annual General Meeting, in compliance with the provisions of Secretarial Standard-2 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.2 Appointment and Re-appointment of Independent Directors

13.2.1 Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the shareholders at the 91st Annual General Meeting held on August 28, 2024, approved the reappointment of Mrs. Rashi Sikka (DIN: 00320145) as an Independent Director of the Company for a second term of five consecutive years commencing from May 28, 2025, up to and including May 27, 2030, not liable to retire by rotation.

13.2.2 Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the shareholders at the 92nd Annual General Meeting held on September 16, 2025, approved the appointment of Mr. Rajiv Roy Chaudhury (DIN: 03545734) and Mr. Vivek Dhir (DIN: 00774349) as Independent Directors of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from July 08, 2025, up to and including July 07, 2030.

13.2.3 Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, and the approval of the shareholders obtained through Postal Ballot by passing a Special Resolution, Mr. Arvind Sagar (DIN: 09210612) has been re-appointed as an Independent Director of the Company for a second term of five consecutive years commencing from June 28, 2026 up to and including June 27, 2031, not liable to retire by rotation.

13.3 Appointment of Managing Director and Joint

Managing Directors

13.3.1 Based on the recommendations of the Nomination and Remuneration Committee, the Audit Committee, and the Board of Directors, and with the approval of the Members at the 92nd Annual General Meeting held on September 16, 2025:

i. Mr. Kishore Chatnani (DIN: 07805465), who was serving as Whole-time Director prior to October 01, 2025, was re-designated as Joint Managing Director with effect from October 01, 2025, for the remainder of his term ending June 27, 2026. He continues to serve as the Chief Financial Officer of the Company.

ii. Mr. Sanjay Gulati (DIN: 05201178), who was serving as Whole-time Director prior to October 01, 2025, was re-designated as Joint Managing Director with effect from October 01,2025, for the remainder of his term ending June 27, 2026. He continues to serve as the Head of Manufacturing Units.

13.3.2 Based on the recommendation of the Nomination and Remuneration Committee, the Audit Committee (wherever applicable), the Board of Directors, and the approval of the shareholders obtained through Postal Ballot:

i. Mr. Aditya Puri (DIN: 00052534) has been appointed as Managing Director and Principal Officer of the Company for a term of five years commencing from May 01, 2026, up to and including April 30, 2031. He shall also continue to serve as Managing Director of the material wholly-owned subsidiary of the Company, Saraswati Sugar Mills Limited.

ii. Mr. Kishore Chatnani (DIN: 07805465) has been appointed as Joint Managing Director of the Company for a term of five years commencing from June 28, 2026, up to and including June 27, 2031. He shall also continue to serve as Chief Financial Officer of the Company.

iii. Mr. Sanjay Gulati (DIN: 05201178) has been appointed as Joint Managing Director of the Company for a term of five years commencing from June 28, 2026, up to and including June 27, 2031. He also serves as Head of Manufacturing Units. He shall also continue to serve as Managing Director of the joint venture and subsidiary of the Company, Isgec Hitachi Zosen Limited.

13.4 Cessation of Independent Directors

13.4.1 Upon completion of their second consecutive term, Mr. Vishal Kirti Keshav Marwaha (DIN: 00164204) and Mr. Sidharth Prasad (DIN: 00074194) ceased to hold office as Independent Directors with effect from September 16, 2025 and October 31, 2025, respectively.

13.5 Other changes in Key Managerial Personnel

13.5.1 As part of an internal restructuring of responsibilities within the Company and based on the recommendation of the Nomination and Remuneration Committee and with approval of the Board:

i. Mr. Kalyan Ghosh, a qualified Company Secretary, was appointed as Compliance Officer and designated as Key Managerial Personnel of the Company with effect from July 08, 2025. He continues to serve as Chief Legal Officer of the Company.

ii. Mr. Sachin Saluja stepped down as Compliance Officer with effect from July 08, 2025 and continues to serve as Company Secretary and Key Managerial Personnel of the Company.

13.6 There were no other changes in the composition of the Key Managerial Personnel of the Company.

13.7 Confirmation on Non-disqualification

13.7.1 The directors have submitted the requisite disclosures and confirmations under Sections 164 and 184 and other applicable provisions of the Companies Act, 2013 as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board affirms that none of the directors is disqualified from being appointed as a director under applicable laws.

13.8 Declaration by Independent Director(s)

13.8.1 In addition to the disclosures referred above, all Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

13.8.2 In the opinion of the Board, the Independent Directors possess the requisite qualifications, experience, and expertise, and have also complied with the requirements of the online proficiency self assessment test, wherever applicable. They uphold the highest standards of integrity and satisfy all the conditions laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the management.

14 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel, and Other Employees

14.1 The Nomination and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes, and independence of a Director. In line with these criteria, the Nomination and Remuneration Committee has recommended a comprehensive policy to the Board relating to the appointment and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other employees. While framing the policy, the Committee has considered the following key principles:

i. that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

ii. that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

14.2 In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Policy is available on the Company's website at https://www.isgec.com/pdf/NRC-policy-8july2025.pdf.

15 Deposits

15.1 During the Financial Year 2025-26, the Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

16 Annual Return

16.1 The draft Annual Return of the Company for the Financial Year 2025-26, as required under Section 92(3) of the Companies Act, 2013, is available on the Company's website at https://www.isgec.com/pdf/ Annual-Return-2025-26-new.pdf.

17 Report on Corporate Governance

17.1 The Company remains committed to maintaining the highest standards of corporate governance and adheres to the applicable provisions of the Companies Act, 2013, along with the rules and regulations prescribed by the Securities and Exchange Board of India.

17.2 A detailed Report on Corporate Governance for the financial year under review, in accordance with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report as Annexure - 4.

17.3 The certificate issued by the Statutory Auditors, M/s SCV & Co. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as prescribed under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of the Report on Corporate Governance and is annexed as Annexure 4A.

18 Board and its Committees

18.1 The composition of the Board and its Committees, the number of meetings held during the Financial Year 2025-26 and a brief description of their roles and responsibilities are given in the Corporate Governance Report, which forms part of this Report and is annexed as Annexure - 4.

19 Board Meetings

19.1 During the Financial Year 2025-26, Five (05) Board Meetings were held. The dates of the meetings and the attendance of the Directors are set out in paragraph 2.13 of the Corporate Governance Report forming part of this Report and is annexed as Annexure - 4.

20 Separate meeting of Independent Directors

20.1 Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 17, 2026, without the attendance of Non-Independent Directors and members of the management, to consider and evaluate the following matters:

I. the Performance of Non-Independent Directors and the Board as a whole;

II. the Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

III. assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

21 Annual evaluation by the board

21.1 The Board has carried out the annual evaluation of its own performance, the performance of individual Directors (including Independent Directors), the Chairperson, and the functioning of its Committees. The evaluation was conducted through a structured questionnaire designed to assess the quality of the Board's performance, its decision-making processes, the contributions of individual Directors, and the effectiveness of the Committees.

21.2 Independent Directors have also evaluated the performance of Non-independent Directors, the Board as a whole and the Chairperson at a separate meeting of Independent Directors.

22 Vigil Mechanism / Whistle Blower Policy

22.1 The Board has established and adopted a Vigil Mech- anism/Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Vigil Mechanism Policy / Whistle Blower Policy is disclosed on the website of the Company at https://www.isgec.com/pdf/VigilMecha- nismWhistleBlowerPolicy(Updatedon09.02.2026).pdf.

23 Directors' Responsibility Statement

23.1 Your Directors hereby confirm that:

a. In the preparation of the Annual Accounts for the financial year 2025-26, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied 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 of the Company for the financial year;

c. The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24 Auditors

24.1 Statutory Auditors

24.1.1 M/s. SCV & Co. LLP Chartered Accountants, having Firm Registration No. 000235N/N500089, were appointed as Statutory Auditors for a period of 05 years from the conclusion of 89th Annual General Meeting until the conclusion of 94th Annual General Meeting to be held in the year 2027.

24.1.2 They have confirmed their eligibility and independence to continue as Statutory Auditors for financial year 2026-27.

24.1.3 Report of Statutory Auditors: The Report of Statutory Auditors on the Annual Financial Statements did not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s) from the Board of Directors.

24.1.4 The details of total fees paid to the Statutory Auditors for rendering services to the Company and its subsidiaries are set out in the Corporate Governance Report and is annexed to this report as Annexure - 4.

24.1.5 Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors have not reported any incidence of fraud to the Audit Committee or the Board of Directors of the Company.

24.1.6 Report on Internal Financial Controls on Financial Reporting

In the opinion of the Statutory Auditors, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at March 31, 2026. Reference may be made to "Annexure - B" of Independent Auditors' Report.

24.2 Secretarial Auditors and their report

24.2.1. Appointment

Based on the recommendation of the Audit Committee and the Board of Directors, the shareholders at the 92nd Annual General Meeting held on September 16, 2025, approved the appointment of M/s. Pramod Kothari & Co., a Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S2012UP197900), as Secretarial Auditors of the Company for a fixed term of five consecutive years commencing from the Financial Year 202526 and ending with the Financial Year 2029-30.

24.2.2. They have confirmed that they are not disqualified to continue as Secretarial Auditors under the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24.2.3. Report of Secretarial Auditors

The Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditors did not contain any qualification, reservation or adverse remark and forms part of this Report as Annexure-5.

24.2.4. Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

24.2.5. The Secretarial Auditors have not reported any incidence of fraud to the Audit Committee or the Board of Directors of the Company.

24.2.6. Secretarial Audit Report of Material Subsidiary

The Secretarial Audit Report of the material wholly owned subsidiary, Saraswati Sugar Mills Limited, is annexed to this report as Annexure- 5. The report does not contain any qualification(s), reservation(s) or adverse remark(s).

24.3 Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial Year 2025-26 issued by the Secretarial Auditors of the Company did not contain any qualification, reservation, adverse remark or disclaimer. The report is also available on the website of the Company.

24.4 Cost Auditors and their report

24.4.1 Appointment

M/s. Neeraj Sharma & Co., Cost Accountants (Firm Registration No. 100466), were appointed as Cost Auditors of the Company for the financial year 2025-26.

24.4.2 Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 27, 2026 appointed M/s. Neeraj Sharma & Co., Cost Accountants (Firm Registration No. 100466) as Cost Auditors for the Financial Year 2026-27 at a remuneration of ' 1,75,000 (Rupees One Lakh Seventy-five Thousand only), subject to ratification of the remuneration by the Members at the ensuing Annual General Meeting.

24.4.3 Report of Cost Auditors

The Cost Audit Report for the Financial Year 2024-25 and for the financial year 2025-26, issued by the Cost Auditors of the Company, did not contain any qualification, reservation, adverse remark or disclaimer.

24.5 Internal Audit

24.5.1 The Company has an in-house Internal Audit Department headed by an Internal Auditor. The internal audit function adopts a risk- based approach to evaluate the adequacy and effectiveness of the Company's internal control systems and key business processes. The internal audit reports are periodically reviewed.

25 Disclosure regarding Remuneration as required under Section 197 (12) of the Companies Act, 2013

25.1 The disclosure of remuneration as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and is annexed as Annexure - 6.

25.2 The particulars of the employees who were in receipt of remuneration of not less than Rupees One Crore and Two Lakh throughout the financial year or Rupees Eight Lakh and Fifty Thousand per month during any part of the financial year, are not included in this report. However, such details are available for inspection by the Members at the Registered Office of the Company during working hours, for a period of 21 days before the date of the ensuing Annual General Meeting. The inspection can be made on all working days (except Saturdays, Sundays, and public holidays) between 11:00 a.m. and 5:00 p.m.

26 Business Responsibility and Sustainability Reporting

26.1 The Business Responsibility and Sustainability Report, prepared in accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and is annexed as Annexure - 7. The same is disclosed on the Company's website at https://www. isgec.com/pdf/BusinessResponsibilityandSustainabilityReport202525.pdf.

27 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

27.1 The information relating to conservation of energy and technology absorption is provided in the Management Discussion and Analysis, which forms part of this report and is annexed as Annexure 2.

27.2 The details of Foreign Exchange Earnings and Outgo are as follows:

Particulars Financial Year 2025-26 Financial Year 2024-25
Foreign Exchange Earnings 1,020.21 624.76
Foreign Exchange Outgo 710.70 315.24

28 Audit Committee

28.1 Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the disclosures relating to the Audit Committee, including its composition, number of meetings held during the financial year, and brief terms of reference, form part of the Corporate Governance Report and are annexed as Annexure - 4. Accordingly, the same are not reproduced in this report.

29 Corporate Social Responsibility

29.1 The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013.

29.2 The composition of Corporate Social Responsibility Committee and the attendance of the Members at the meetings convened during the financial year 2025-26 are as follows:

Name of the Director Designation Corporate Social Responsibility Committee meeting date and attendance
July 04, 2025 December 29, 2025
Mr. Ranjit Puri Chairman Y Y
Mr. Aditya Puri Member Y Y
Mr. Vishal Kirti Keshav Marwaha* Member Y Not Applicable
Mrs. Rashi Sikka** Member Not Applicable Y
Mr. Vivek Dhir** Member Y

Mr. Sachin Saluja, Company Secretary of the Company acts as Secretary to Corporate Social Responsibility Committee.

* Mr. Vishal Kirti Keshav Marwaha ceased as member with effect from August 13, 2025.

** Mrs. Rashi Sikka and Mr. Vivek Dhir inducted as members with effect from August 13, 2025.

29.3 The Company has a Corporate Social Responsibility Policy in place, outlining its approach and activities in accordance with the statutory framework.

The policy is available on the Company's website at https://www. isgec.com/pdf/CSR-Policy-12oct.pdf.

29.4 The Annual Report on Corporate Social Responsibility activities for the Financial Year 2025-26, prepared in accordance with Sections 134 and 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Accounts) Rules, 2014, forms part of this Report and is annexed as Annexure-8.

30 Risk Management Policy

30.1 The Company has adopted a Risk Management Policy to identify, monitor, and evaluate risks associated at financial, operational, strategic, and sectoral levels. The policy is available on the Company's website at https://www.isgec.com/pdf/ RiskManagementPolicy13112025.pdf.

30.2 The Risk Management Committee periodically reviews and undertakes necessary steps or actions to mitigate identified risks, with the objective of safeguarding stakeholders' interests and ensuring the Company's strategic and business objectives.

31 Secretarial Standards

31.1 The Company ensures compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as mandated under the Companies Act, 2013.

32 Listing of Equity Shares

32.1 The equity shares of the Company are listed on two stock exchanges, namely, BSE Limited and National Stock Exchange of India Limited.

33 Details of significant & material orders

33.1 During the year under review, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or its future operations.

34 Prevention of Sexual Harassment of Women at workplace

34.1 The Company has in place a Policy on Prevention of Sexual Harassment, in compliance with the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been constituted to address complaints received under the Policy.

34.2 The Company affirms that it has complied with the provisions relating to the constitution of Internal Committee under the said Act. An Internal Committee has been constituted to redress complaints received regarding sexual harassment.

34.3 The status of complaints received, resolved and pending during the financial year 2025-26 is as under:

Number of complaints at the beginning of the financial year, April 01,2025 Nil
Number of complaints received during the financial year 1
Number of complaints disposed of during the financial year 1
Number of cases pending for more than 90 days Nil
Number of cases at the end of financial year, March 31,2026 Nil

35 General Disclosure

35.1 The Board confirms that:

i. No application has been made, nor are any proceedings pending, under the Insolvency and Bankruptcy Code, 2016, as at the end of the financial year 2025-26;

ii. The disclosure regarding the details of difference between the amount of valuation at the time of one-time settlement and valuation done while taking loans from banks or financial institutions is not applicable, during the financial year under review.

iii. The Joint Managing Directors and Managing Director of the Company do not receive any remuneration or commission from any of its subsidiaries and joint venture companies, except Mr. Sanjay Gulati, Joint Managing Director, who draws remuneration from a subsidiary and joint venture company, Isgec Hitachi Zosen Limited.

iv. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including maternity leave benefits, creche facility, and other relevant employee welfare provisions during the financial year 2025-26.

36 Personnel

36.1 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the financial year.

37 Acknowledgements

37.1 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stakeholders, and the

Shareholders for their continued co-operation and support to the Company.