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:

(Amount in ' Lakh except for EPS)

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:

Amount in ' Lakh

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 Associates7.1 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 athttps://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 93^rd 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 Re¬
lated Party Transactions, in accordance with the pro¬
visions 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
athttps://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. Dividend10.1. 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:

Amount in '

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 athttps://www.
isgec.com/unclaimed-dividend-investor.php.

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

Amount in '

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:

Amount in '

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
athttps://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:

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 91^st Annual General
Meeting held on August 28, 2024, approved the re¬
appointment 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 92^nd 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 92^nd 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.

13.8.1 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 athttps://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, Stake¬
holders, Individual Employees and their Representa¬
tive Bodies in accordance with the Companies Act,
2013 read with the Securities and Exchange Board
of India (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 and the Securities and
Exchange Board of India (Prohibition of Insider Trad¬
ing) Regulations, 2015. The Vigil Mechanism Policy /
Whistle Blower Policy is disclosed on the website of the
Company athttps://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 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 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 92^nd 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 2025¬
26 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 athttps://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:

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:

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 athttps://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 athttps://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:

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.

For and on behalf of the Board of Directors of
Isgec Heavy Engineering Limited

Ranjit Puri
Chairman
DIN:00052459

Date: August 11,2026
Place: Noida