1. The Board is pleased to present its report for the financial year ended March 31, 2025.

2. Financial Performance

2.1 The financial performance of the Company is summarized below:

3. Standalone and Consolidated Financial Statements

3.1 The Standalone and Consolidated Financial Statements for the financial year 2024-25 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 2024-25, 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 1,2025, 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 No company has become or ceased to be a subsidiary, joint venture or associate company during the year under review.

7.2 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 Board's Report and is annexed as Annexure-2.

7.3 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.

7.4 Hard copies of these 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 92^nd Annual General Meeting.. 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 the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is available on the Company's website and can be accessed at https://www.isnec.eom/pdf/A. RevisedRPTPolicy.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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Dividend

10.1 Dividend for Financial Year 2024-25

Your Directors are pleased to recommend a dividend of H5/-per equity share of Re.1/- each. The dividend, if approved and declared in the forthcoming Annual General Meeting, would result in a total outflow of H36,76,47,550/- (Rupees Thirty Six Crores Seventy Six Lakh Forty Seven Thousand Five Hundred and Fifty only).

10.2 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 dividend can be accessed at https://www.isgec.com/unclaimed-dividend-investor.php.

10.3 Transfer of Unclaimed Dividend into Investor Education and Protection Fund Authority (IEPF)

Details of unclaimed dividends transferred into Investor Education and Protection Fund Authority (IEPF), during the financial year 2024-25, are as under:

10.4Transfer of Shares into Investor Education and Protection Fund Authority (IEPF)

During the financial year 2024-25, the Company has transferred 10,710 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. The policy is available on the Company's website and can be accessed 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, 2024, the Authorised Share Capital of the Company stood at H8,50,00,000/-, comprising 8,50,00,000 equity shares of face value Re.1/- each. The Issued, Subscribed, and Paid-up Share Capital was H7,35,29,510/-, comprising 7,35,29,510 fully paid-up equity shares of Re.1/- each.

11.2 All issued equity shares 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 2024-25;

11.4 The Company has only one class of shares, i.e., equity shares;

11.5 The Company has not issued 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 provided below:

13.1.2. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment for approval of the members at ensuing Annual General Meeting.

13.1.3. His brief details 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 of Mr. Rajiv Roy Chaudhury and Mr. Vivek Dhir as Independent Directors

13.2.1 In view of the impending retirement of two Independent Directors during the financial year 2025-26, and in line with the Company's commitment to Board diversity and succession planning, the Nomination and Remuneration Committee recommended the induction of new Independent Directors.

13.2.2 Accordingly, the Board of Directors, at its meeting held on July 08, 2025, appointed Mr. Rajiv Roy Chaudhury (DIN: 03545734) and Mr. Vivek Dhir (DIN: 00774349) as Additional Directors in the category of Non-Executive Independent Directors, with effect from the same date. In accordance with Section 161 of the Companies Act, 2013, they shall hold office until the conclusion of the ensuing Annual General Meeting.

13.2.3 The Board recommends their appointment as Independent Directors, not liable to retire by rotation, for a term of five (5) consecutive years commencing from July 08, 2025, to July 08, 2030, subject to approval of the shareholders by way of a Special Resolution. The relevant resolutions seeking approval for their appointment forms part of the Notice of the ensuing Annual General Meeting.

13.2.4 Both appointees have submitted declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they possess the requisite integrity, expertise, and experience and fulfil the conditions for appointment as Independent Directors.

13.2.5 Brief profiles of Mr. Rajiv Roy Chaudhury and Mr. Vivek Dhir are included 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.

13.3 Confirmation on Non-disqualification

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 are disqualified from being appointed as a director under applicable laws.

13.4 Declaration by Independent Director(s)

13.4.1 In addition to the disclosures mentioned in Para 13.3 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.

13.4.2 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the management.

13.5 Change in Key Managerial Personnel

13.5.1 During the financial year 2024-25, there were no changes in the composition of the Key Managerial Personnel of the Company.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company's Nomination and Remuneration Policy is available on the website of the Company and can be accessed at https://www.isgec.com/pdf/NRC-policy.pdf.

15. Deposits

15.1. During the financial year 2024-25, your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Annual Return

16.1. I n accordance with Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2024-25 is available on the website of the Company and can be accessed at https://www. isgec.com/aboutus-financials-annualreports-investor.php

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.

18. Board and its Committees

18.1. The Composition of the Board and various committees, along with numbers of meetings held during the financial year 2024-25 and brief description of roles, responsibilities or services, wherever applicable, is provided 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 under review, five (5) Board Meetings were convened. The dates of these meetings and the attendance of the Directors are provided in Corporate Governance Report, which forms part of this Board's Report and is annexed hereto as Annexure-4.

20. Separate meeting of Independent Directors

20.1. In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 21,2025, 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 decisionmaking 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 Chairman at a separate meeting of Independent Directors.

22. Vigil Mechanism / Whistle Blower Policy

22.1. The Board has established and adopted a Vigil Mechanism/ 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 and can be accessed at https://www.isgec.com/pdf/ VigilMechanismWhistleBlowerPolicv.pdf

23. Directors' Responsibility Statement

23.1. Your Directors hereby confirm that:

a. In the preparation of the Annual Accounts for the financial year 2024-25, 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 89^th Annual General Meeting until the conclusion of 94^th 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 2025-26.

24.1.3. Report of Statutory Auditors

The Report of Statutory Auditors on Audited Annual Financial Statements for the financial year ended March 31,2025, does 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 Statutory Auditors, the Company has, in all material respects, an adequate internal financial control systems over financial reporting and such internal financial control systems over financial reporting were operating

effectively as at March 31,2025. 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, the Board in its meeting held on May 29, 2025, has 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 (5) consecutive years, commencing from financial year 202526 till financial year 2029-30.

24.2.2. The aforesaid appointment is subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

24.2.3. A brief profile and other relevant details of M/s. Pramod Kothari & Co., Company Secretaries in Practice, are provided in the Notice convening the ensuing Annual General Meeting.

24.2.4. M/s. Pramod Kothari & Co., Company Secretaries, have furnished their consent to act as Secretarial Auditors of the Company and confirmed that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24.2.5. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24.2.6. Report of Secretarial Auditors

The Secretarial Audit Report for the Financial Year 2024-25, issued by M/s. Pramod Kothari & Co., does not contain any qualification, reservation, or adverse remark and is annexed to this Report as Annexure-5.

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

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

24.2.9. Secretarial Audit Report of Material Subsidiary

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

24.3. Annual Secretarial Compliance Report

The Company has obtained Annual Secretarial Compliance Report for the financial year 2024-25 from a Company Secretary in Practice. The report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

24.4. Cost Auditors and their report

24.4.1 Appointment

M/s. Neeraj Sharma & Co., Cost Accountants (Firm Registration Number: 100466), were appointed as Cost Auditors for the financial year 2024-25.

24.4.2 Based on the recommendation of the Audit Committee, the Board in its meeting held on May 29, 2025, approved the appointment of M/s. Neeraj Sharma & Co., Cost Accountants (Firm Registration Number: 100466), as Cost Auditors for the financial year 2025-26, at a fee of H 1,75,000, subject to the approval of Members at ensuing Annual General Meeting.

24.4.3 Report of Cost Auditors

The Cost Audit Report of last preceding financial year 2023-24, issued by the Cost Auditors, does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer.

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

25.1 The statement of 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, is annexed to this report as Annexure-6.

25.2 The particulars of the employees who were in receipt of remuneration of not less than One Crore and Two Lakh Rupees throughout the financial year or Eight Lakh and Fifty Thousand Rupees per month during any part of the year, is not included with the Board's 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 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 for the period under review, as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as Annexure-7. This report is also made available on the website of the Company and can be accessed at https://www.isgec.com/pdf/ RusinessResponsibilityandSustainabilityReport707475.pdf

29.3 The Company has a Corporate Social Responsibility Policy in place, which outlines its approach and activities in accordance with the statutory framework. The policy is available on the Company's website and can be accessed at https://www.isgec.com/aboutus-csr-policy.php.

29.4 The Annual Report on Corporate Social Responsibility activities for the financial year 2024-25, as required under section 134 and 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Accounts) Rules, 2014, is annexed to this report 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 and can be accessed at https://www.isgec.com/pdf/ RISKMANAGEMENTPOIICYNEW.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 the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as mandated under the provisions of 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 the 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 of Prevention on Sexual Harassment, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.

34.2 During the year under review, one complaint was received by Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which was resolved in due course. There were no complaints pending at the end of the financial year on March 31,2025.

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 2024-25;

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 Whole-time 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, Wholetime Director, who draws remuneration from a subsidiary and joint venture company, namely, 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 2024-25.

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, and the Shareholders for their continued cooperation and support to the Company.