IS GE C _ 1 _s_G _E_c_H_E_A_v_Y_E_N G_1_N_E_E_R_1 N_G_L_T_o_.

A-4. Sector-24. Noida • 201 301 (U.P) India (GST No.: 09AAACT5540K2Z4) Tel.: +91-120-4085000/01 /02 Fax: +91-120-2412250 E-mail: [email protected] www.isgec.com

Date: August 21, 2025

H0-425-S

To, BSE Ltd. P J Tower, Dalal Street, Mumbai -400 001

To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Sandra Kurla Complex, Bandra (E) Mumbai -400 051

Company Scrip Code: 533033

Company Symbol: ISGEC

Furnishinfl of Information in terms of the Securities and Exchanee Board of India (Ustine Oblieations and ~~Discosure Requirements) Reiulaions, 201s (Listine Reeulations~~ " ~~)~~

Dear Sir(s)/Madam(s),

Subject: Notice of 92°d Annual General Meeting and the Annual Report for the financial year 2024-25

Pursuant to Regulation 34, 30, 42 and any other regulation(s), read with Schedule III of the Listing Regulations, please find enclosed herewith the following:
A. Notice of 92nd Annual General Meeting (AGM); and B. Annual Report for the financial year 2024-25.
The Notice of AGM and the Annual Report for 2024-25 have been circulated to the members through the electronic mode today, i.e., August 21, 2025.
The 92nd AGM will be held on Tuesday, September 16, 2025, at 11:00 a.m. (1ST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM).
The Notice and the Annual Report are available on the Company's website (i.e., www.isgec.com) under the head "Investor Relations" as "Annual Report" tab.
Cut-off Date:
The Company has fixed Monday, September 08, 2025, as the Cut-off Date for determining the eligibility of members to vote by remote e-voting or e-voting at the AGM.
Record Date:

Pursuant to Regulation 42 and any other regulation(s) and other applicable regulations of the Listing Regulations, the Company has fixed Monday, September 08, 2025, as the Record Date for determining

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Page 1 of 2

Regd. Office: Radaur Road, Yamunanager 135 001 (Haryana) India

------------------------------- - - - 4 . S-e-ct-or:--2-4. ISGEC HEAVY ENGINEERING LTD.

ISGEC �

Noida • 201 301 (U.P) India (GST No.: 09AAACT5540K2Z4) Tel.: +91-120-4085000 I 01 I 02 Fax: +91-120-2412250 E-mail: [email protected] www.isgec.com

entitlement of members to dividend @Rs.5/- per equity share of Re.1/- each, as recommended by the Board of Directors, for the financial year ended March 31, 2025, if approved at the AGM.

This intimation is being uploaded on the website of the Company at www.isgec.com
The above is for your information and records, please.

Thanking you,

Yours truly, For Isgec Heavy Engineering Limited

KALYAN Digitally signed by KALYAN GHOSH GHOSH Date: 2025.08.21 17:23:18 +05'30'

Kalyan Ghosh Compliance Officer Membership No. A10790 Address: A-4, Sector-24 Noida-201301, Uttar Pradesh

For Isgec eavy Engineering Limited Kalyan�hos� Compliance Officer Membership No. A1079 Address: A-4, Sector-24 - � 201301, Uttar Pr

Encl.: Notice of 92nd Annual General Meeting and Annual Report for the financial year 2024-25

Page 2 of 2

Regd. Office: Radaur Road, Yamunanagar 135 001 (Haryana) India

CJN: L23423HR1933PLC000097

01-18

Notice

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Isgec Heavy Engineering Limited

Registered Office: Radaur Road, Yamuna Nagar – 135001, Haryana, INDIA CIN: L23423HR1933PLC000097 Ph.: 01732 – 661061, 661158 Email Id: [email protected], Website: www.isgec.com

NOTICE

Notice is hereby given that the 92[nd] Annual General Meeting (AGM) of Isgec Heavy Engineering Limited (the Company) will be held on Tuesday, September 16, 2025, at 11:00 a.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered Office of the Company situated at Radaur Road, Yamuna Nagar-135001, Haryana, shall be deemed as the venue for the meeting and the proceedings of the AGM shall be deemed to be made thereat, to transact the following businesses:

AS ORDINARY BUSINESS:

1. Adoption of Audited Standalone Financial Statements:

To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.

2. Adoption of Audited Consolidated Financial Statements:

To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.

3. Declaration of Dividend:

To declare a Dividend of Rs.5/- per equity share of Rs.1/each, as recommended by the Board of Directors, for the financial year ended March 31, 2025.

4. Appointment of Mr. Kishore Chatnani (DIN: 07805465) as Director, liable to retire by rotation:

To appoint a Director in place of Mr. Kishore Chatnani (DIN: 07805465), who retires by rotation and being eligible, offers himself for re-appointment.

AS SPECIAL BUSINESS:

5. Appointment of Mr. Rajiv Roy Chaudhury (DIN: 03545734) as an Independent Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies

(Appointment and Qualification of Directors) Rules, 2014, (including any statutory modifications or re-enactments thereof for the time being in force), read with Schedule IV to the Act, and Regulation 16(1)(b), Regulation 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Rajiv Roy Chaudhury (DIN: 03545734), who was appointed as an Additional Director (Non-executive Independent Director) with effect from July 08, 2025, in terms of Section 161(1) of the Act and whose term of office expires at this Annual General Meeting (‘AGM’) and in respect of whom a notice under Section 160 of the Act has been received proposing his candidature for the office of Director and who has submitted a declaration confirming meeting the criteria of independence as prescribed under the Act and Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years from July 08, 2025 to July 07, 2030.

RESOLVED FURTHER THAT Mr. Rajiv Roy Chaudhury has also confirmed that he is not debarred from holding the office of director pursuant to any SEBI order or order of any other regulatory authority.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, including filing of necessary forms with regulatory authorities, and to take such steps as may be necessary or expedient to give effect to this resolution.”

6. Appointment of Mr. Vivek Dhir (DIN: 00774349) as an Independent Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force), read with Schedule IV to the Act, and Regulation 16(1)(b), Regulation 17, 25 and other applicable provisions of the SEBI (Listing Obligations

Annual Report 2024-25

and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Vivek Dhir (DIN: 00774349), who was appointed as an Additional Director (Non-executive Independent Director) with effect from July 08, 2025, in terms of Section 161(1) of the Act and whose term of office expires at this Annual General Meeting (‘AGM’) and in respect of whom a notice under Section 160 of the Act has been received proposing his candidature for the office of Director and who has submitted a declaration confirming meeting the criteria of independence as prescribed under the Act and Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years from July 08, 2025 to July 07, 2030.

RESOLVED FURTHER THAT Mr. Vivek Dhir (DIN: 00774349) has also confirmed that he is not debarred from holding the office of director pursuant to any SEBI order or order of any other regulatory authority.

7. Ratification of remuneration to the Cost Auditors for the financial year ending on March 31, 2026:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION :

“ RESOLVED THAT pursuant to Section 148 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Members of the Company hereby ratify the remuneration of H1,75,000/(Rupees One Lakh Seventy Five Thousand Only) plus out-ofpocket expenses to be incurred in connection with the audit, payable to M/s Neeraj Sharma & Co., Cost Accountants (Firm Registration Number: 100466), who were appointed by the Board of Directors as Cost Auditors on the recommendation of the Audit Committee, to conduct the audit of the cost records being maintained by the Company for the financial year ending on March 31, 2026.

8. Appointment of Secretarial Auditors for a fixed term of five (05) years:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Section 204 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and based on the recommendation of the Audit Committee and approval of the Board of Directors of the Company, M/s. Pramod Kothari & Co., Practicing Company Secretaries (Firm Registration Number S2012UP197900), be and hereby appointed as Secretarial Auditors of the Company for a fixed term of five (05) consecutive financial years, commencing from the financial year 2025–26 and ending with the financial year 2029–30, to conduct the Secretarial Audit of the Company and submit reports thereon in accordance with the applicable provisions, on such terms, scope and remuneration as may be mutually agreed between the Board of Directors and the said firm from time to time.

9. Re-designation of Mr. Kishore Chatnani (DIN: 07805465) as Joint Managing Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, and 203, read with Schedule V and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), and Regulation 17 and any other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, approval of the shareholders of the Company be and is hereby accorded for the re-designation of Mr. Kishore Chatnani (DIN: 07805465) as Joint Managing Director of the Company, effective from October 1, 2025, for the remainder of his current term, i.e., up to June 27, 2026.

RESOLVED FURTHER THAT all other terms and conditions of his appointment, including but not limited to remuneration, tenure, and responsibilities, shall remain unchanged as approved by the shareholders at the 88[th] Annual General Meeting.

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Notice

RESOLVED FURTHER THAT Mr. Kishore Chatnani shall continue to serve as the Chief Financial Officer of the Company and Key Managerial Personnel under Section 203 of the Companies Act, 2013, alongside his responsibilities as Joint Managing Director.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary or expedient to give effect to this resolution, including but not limited to filing necessary forms with the Registrar of Companies and making disclosures to the Stock Exchanges, and to delegate such authority to any officer(s) of the Company as it may deem appropriate.”

10. Re-designation of Mr. Sanjay Gulati (DIN: 05201178) as Joint Managing Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION :

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, approval of the shareholders of the Company be and is hereby accorded for the re-designation of Mr. Sanjay Gulati (DIN: 05201178) as Joint Managing Director of the Company, effective from October 1, 2025, for the remainder of his current term, i.e., up to June 27, 2026.

RESOLVED FURTHER THAT Mr. Sanjay Gulati shall continue to serve as the Head-Manufacturing Units alongside his responsibilities as Joint Managing Director.

By Order of the Board of Directors For Isgec Heavy Engineering Limited

Sachin Saluja

Company Secretary Membership No. A24269

Place: Noida Date: August 13, 2025

Registered Office: Radaur Road, Yamuna Nagar – 135001, Haryana, INDIA

Annual Report 2024-25

ANNEXURE TO THE NOTICE DATED AUGUST 13, 2025

EXPLANATARY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, AND AS PER SECRETARIAL STANDARD – 2 (SS – 2) ON “GENERAL MEETINGS”:

Item No. 5:

Appointment of Mr. Rajiv Roy Chaudhury (DIN: 03545734) as an Independent Director:

(a) Mr. Rajiv Roy Chaudhury (DIN: 03545734) was appointed as an Additional Director (Non-executive Independent Director) of the Company with effect from July 08, 2025, by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee. In terms of Section 161 of the Companies Act, 2013 (“the Act”), he holds office up to the date of the ensuing Annual General Meeting.
(b) The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for appointment as Director.
(c) Mr. Rajiv Roy Chaudhury has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). He has further confirmed that he is not debarred from holding the office of director pursuant to any order issued by SEBI or any other regulatory authority.
(d) In the opinion of the Board, Mr. Rajiv Roy Chaudhury is a person of integrity and possesses relevant expertise and experience in leadership, finance, governance, and strategy. His association would be beneficial to the Company. He fulfills the conditions specified in the Act, and Listing Regulations, and is independent of the management. The Board accordingly recommends his appointment as an Independent Director of the Company for a first term of five consecutive years commencing from July 08, 2025 to July 07, 2030. He shall not be liable to retire by rotation.
(e) Pursuant to Regulation 25(2A) of the Listing Regulations, the appointment of an Independent Director requires the approval of shareholders by way of a Special Resolution.
(f) Mr. Rajiv Roy Chaudhury has also confirmed that neither he nor any of his relatives hold any equity shares or other securities in the Company.
(g) A brief profile of Mr. Rajiv Roy Chaudhury, in accordance with the requirements of Secretarial Standard-2 (SS-2) and Regulation 36 of the Listing Regulations, is enclosed as Annexure I to this Notice.
(h) A copy of the draft letter of appointment of Mr. Rajiv Roy Chaudhury as an Independent Director, setting out the terms and conditions of his appointment, is available for inspection by the members without any fee in the manner specified in the Notice of this Annual General Meeting, up to and including the date of the Annual Genreral Meeting.
(i) The Board recommends the passing of the resolution as a Special Resolution.
(j) None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Rajiv Roy Chaudhury, is concerned or interested, financially or otherwise, in the proposed Special Resolution.

Item No. 6:

Appointment of Mr. Vivek Dhir (DIN: 00774349) as an Independent Director:

(a) Mr. Vivek Dhir (DIN: 00774349) was appointed as an Additional Director (Non-executive Independent Director) of the Company with effect from July 08, 2025, by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee. In terms of Section 161 of the Companies Act, 2013 (“the Act”), he holds office up to the date of the ensuing Annual General Meeting.
(b) The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for appointment as Director.
(c) Mr. Vivek Dhir has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). He has further confirmed that he is not debarred from holding the office of director pursuant to any order issued by SEBI or any other regulatory authority.
(d) In the opinion of the Board, Mr. Vivek Dhir is a person of integrity and possesses relevant expertise and experience in international business, distribution networks, leadership, and marketing strategies across consumer focused industries. His association would be beneficial to the Company. He fulfills the conditions specified in the Act, and Listing Regulations, and is independent of the management. The Board accordingly recommends his appointment as an Independent Director of the Company for a first term of five consecutive years commencing from July 08, 2025 to July 07, 2030. He shall not be liable to retire by rotation.
(e) Pursuant to Regulation 25(2A) of the Listing Regulations, the appointment of an Independent Director requires the approval of shareholders by way of a Special Resolution.
(f) Mr. Vivek Dhir has also confirmed that neither he nor any of his relatives hold any equity shares or other securities in the Company.
(g) A brief profile of Mr. Vivek Dhir, in accordance with the requirements of Secretarial Standard-2 (SS-2) and Regulation 36 of the Listing Regulations, is enclosed as Annexure I to this Notice.

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Notice

(h) A copy of the draft letter of appointment of Mr. Vivek Dhir as an Independent Director, setting out the terms and conditions of his appointment, is available for inspection by the members without any fee in the manner specified in the Notice of this Annual General Meeting, up to and including the date of the Annual General Meeting.
(i) The Board recommends the passing of the resolution as a Special Resolution.
(j) None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Vivek Dhir, is concerned or interested, financially or otherwise, in the proposed Special Resolution.

Item No. 7:

Ratification of remuneration to the Cost Auditors for the financial year ending on March 31, 2026:

(a) Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records maintained by the Company in respect of the products specified under the applicable rules issued in under the said section.
(b) Based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Neeraj Sharma & Co., Cost Accountants (Firm Registration Number: 100466), as the Cost Auditors of the Company for the financial year 2025-26, to conduct audit of cost records being maintained by the Company, at a remuneration of Rs1,75,000/- (Rupees One Lakh Seventy Five Thousand Only) , plus applicable taxes and out-of-pocket expenses as may be incurred.
(c) M/s Neeraj Sharma & Co., Cost Accountants, have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. In accordance with the provisions of Section 148 of the Act and applicable rules, the remuneration payable to the Cost Auditors is required to be ratified by the Shareholders.
(d) The Board accordingly recommends the passing of the resolution as an Ordinary Resolution.
(e) None of the Directors or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the proposed Resolution.

Item No. 8:

Appointment of Secretarial Auditors for a fixed term of five (05) years:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to appoint a firm of Practicing Company Secretaries to carry out the Secretarial Audit for each financial year.
(b) As per the recent amendment to Regulation 24A, such appointment shall be for a fixed term of five consecutive financial years, with shareholders’ approval. Any prior association up to March 31, 2025, will not be counted for the purpose of calculating this term.
(c) Based on the recommendation of the Audit Committee, the Board has approved the appointment of M/s. Pramod Kothari & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for a fixed term of five (05) financial years, commencing from financial year 2025–26 to financial year 2029–30, at a remuneration of C100,000 (Rupees One Lakh only) for financial year 2025– 26. The remuneration for subsequent years shall be decided by the Board keeping in view the recommendation of the Audit Committee.
(d) The firm is Peer Review certified and brings over 13 years of experience in SEBI, corporate law, FEMA, and governance advisory, including for listed entities. They also act as Secretarial Auditor for the Company’s material subsidiary, Saraswati Sugar Mills Limited.
(e) They have furnished their consent and eligibility certificate, confirming that their appointment meets all applicable provisions under the Companies Act, 2013, the Company Secretaries Act, 1980, and the Listing Regulations. They are not disqualified and are within the permissible audit limits of Institute of Company Secretaries of India (ICSI).
(f) The Board approved to engage them for other professional services permissible under applicable laws, not falling under restricted services by SEBI or ICSI.
(g) Relevant documents are available for inspection by Members in the manner stated in the Notice of this Annual General Meeting.
(h) The Board recommends the passing of the resolution as an Ordinary Resolution.
(i) None of the Directors or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the proposed Resolution.

Item No. 9:

Re-designation of Mr. Kishore Chatnani as Joint Managing Director:

(a) The shareholders at the 88[th] Annual General Meeting of the Company held on September 17, 2021, had approved the appointment of Mr. Kishore Chatnani as Whole-time Director for a term of five years commencing from June 28, 2021 and ending on June 27, 2026. He has also been discharging responsibilities as the Chief Financial Officer and continues to do so.
(b) He is not related to any Director or Key Managerial Personnel of the Company and belongs to the Non-Promoter group.
(c) In view of his enhanced role and consistent contribution to strategic initiatives, operational excellence, and financial

Annual Report 2024-25

stewardship, the Board, on the recommendation of the Nomination and Remuneration Committee, has approved the re-designation of Mr. Kishore Chatnani as Joint Managing Director, effective from October 1, 2025, for the remainder of his current term, i.e., up to June 27, 2026. This redesignation is aligned with the company’s evolving business needs, including its current scale and the forward looking growth plans.

(d) Mr. Kishore Chatnani has conveyed his consent for the proposed change in his designation.
(e) There is no change proposed in terms and conditions of his appointment, including but not limited to remuneration, tenure, and responsibilities, as approved by the shareholders at the time of appointment previously as mentioned above.
(f) He will continue to function as Chief Financial Officer, designated as a Key Managerial Personnel under Section 203 of the Companies Act, 2013, alongside proposed redesignation as Joint Managing Director.
(g) The continued dual role of Mr. Kishore Chatnani as Joint Managing Director and Chief Financial Officer is considered appropriate, given his deep expertise, robust governance oversight, and clearly defined executive responsibilities.
(h) A brief profile of Mr. Kishore Chatnani, containing the required disclosures under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard–2, is enclosed as Annexure - I to this Notice.
(i) Mr. Kishore Chatnani, along with his relatives, holds 1000 equity shares in the Company.
(j) The Board accordingly recommends the passing of the resolution as an Ordinary Resolution.
(k) None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Kishore Chatnani and his spouse, is concerned or interested, financially or otherwise, in the proposed Ordinary Resolution.

Item No. 10

Re-designation of Mr. Sanjay Gulati as Joint Managing Director:

(a) The shareholders at the 88[th] Annual General Meeting of the Company held on September 17, 2021, had approved the appointment of Mr. Sanjay Gulati as Whole-time Director for a term of five years commencing from June 28, 2021 and ending on June 27, 2026. He has also been discharging responsibilities as the Head-Manufacturing Units and continues to do so.
(b) He is not related to any Director or Key Managerial Personnel of the Company and belongs to the Non-Promoter group.
(c) In view of his enhanced role and consistent contribution to strategic initiatives, and operational excellence, the Board, on the recommendation of the Nomination and Remuneration Committee, has approved the re-designation of Mr. Sanjay Gulati as Joint Managing Director, effective from October 1, 2025, for the remainder of his current term, i.e., up to June 27, 2026. This redesignation is aligned with the company’s evolving business needs, including its current scale and the forward looking growth plans.
(d) Mr. Sanjay Gulati has conveyed his consent for the proposed change in his designation.
(e) There is no change proposed in terms and conditions of his appointment, including but not limited to remuneration, tenure, and responsibilities, as approved by the shareholders at the time of appointment previously as mentioned above.
(f) He will continue to function as Head-Manufacturing Units, alongside proposed re-designation as Joint Managing Director. Mr. Sanjay Gulati is also serving as Managing Director of the joint venture and subsidiary company, Isgec Hitachi Zosen Limited, and designated as a Key Managerial Personnel under Section 203 of the Companies Act, 2013.
(g) The continued dual role of Mr. Sanjay Gulati as Joint Managing Director and Head-Manufacturing Units is considered appropriate, given his deep expertise, operational excellence, and clearly defined executive responsibilities.
(h) A brief profile of Mr. Sanjay Gulati, containing the required disclosures under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard–2, is enclosed as Annexure - I to this Notice.
(i) Mr. Sanjay Gulati has also confirmed that neither he nor any of his relatives hold any equity shares or other securities in the Company.
(j) The Board accordingly recommends the passing of the resolution as an Ordinary Resolution.
(k) None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Sanjay Gulati, is concerned or interested, financially or otherwise, in the proposed Ordinary Resolution.

NOTES:

The Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) had issued various circulars from time to time with respect to conduct of Annual General Meeting (“AGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) without the physical presence of Members at a common venue. MCA had also prescribed the procedure and manner of conducting the AGM through VC/OAVM. This 92[nd] AGM is therefore being conducted through VC/ OAVM.

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Notice

Since the AGM is being held through VC/OAVM, the physical attendance of members is dispensed with, and no proxies would be accepted by the Company pursuant to the relevant MCA Circulars.
Those Members who have not yet registered their email address are requested to get their email address registered by following the procedure given below:

a) Securities in Physical mode:

No attendance slip and route map have been sent along with this Notice as the meeting is being held through VC/OAVM.
Members who will be shareholders as on Monday, September 08, 2025, may join the AGM 30 minutes before the commencement of the meeting at 10:30 a.m. (IST) and until the time of the conclusion of the meeting by following the procedure mentioned in this Notice.
The facility of participation at the AGM through VC/OAVM will be provided to at least 1000 members on first come first serve basis. However, attendance of Members holding more than 2% of the shares of the Company, Institutional Investors as on Monday, September 08, 2025, and Directors and Key Managerial Personnel, and Auditors will not be restricted.
Members attending the AGM through VC/OAVM will be counted for reckoning Quorum under Section 103 of the Companies Act, 2013.
In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.
In compliance with the circulars issued by MCA and SEBI from time to time, Notice of this AGM along with the Annual Report 2024-25 are being sent through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. MCA and SEBI have dispensed with the requirement of printing and sending physical copies of the Annual Report and the Notice of the AGM. A physical initiation letter, containing the weblinks and QR Code for accessing the Notice of the AGM and Annual Report for the financial year 2024-25, is being sent to those shareholders whose email Id’s are not registered with the Company or Depositories. The Members may note that the Notice calling the AGM and Annual Report 202425 have been uploaded on the website of the Company at www.isgec.com in Investor Relations Section under Notices to the Shareholders tab and under Annual Report tab. The Notice of the AGM and Annual Report 2024-25 can also be accessed from the websites of the BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of the National Securities Depository Limited (NSDL) (agency for providing the Remote e-voting and e-voting facility), i.e., www.evoting.nsdl.com.

The Company has also published an advertisement in the newspapers containing the details about the AGM, i.e., the conduct of the AGM through VC/OAVM, date and time of the AGM, availability of notice of the AGM, Annual Report 202425 and Special Window for re-lodgment of Transfer Request of Physical Shares and manner of registering the email IDs, Mobile No. and bank mandate of those Members who have not registered the said details with the Company/ Company’s Share Transfer Agent, M/s. Alankit Assignments Limited.

Based on SEBI Circular SEBI/HO/MIRSD/ MIRSD-PoD1/P/CIR/2023/37 dated March 16, 2023, all holders of physical securities in listed companies shall Furnish PAN, Nomination, Bank A/C details and specimen signature for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number also.

In order to avail online service, the security holders may register e-mail ID. Holders can register/update the contact details through submitting the requisite ISR-1 form along with the supporting documents, which may be downloaded from the website of RTA, i.e., Alankit Assignment Limited. Instruction and mode to submit the Form ISR(s) are given on RTA’s website.

b) Securities in Electronic mode:

Members who have already registered their email address are requested to get their email address validated / updated with their respective Depository Participant, where Demat account is being maintained.

10. Special Window for Re-lodgement of Transfer Requests of Physical Shares

Members are hereby informed that a special window has been opened from July 7, 2025 to January 6, 2026 to facilitate re-lodgement of Physical shares that were originally lodged before April 01, 2019 but were rejected or returned due to deficiencies. One-time opportunity allows such requests to be resubmitted with requisite documents by following the due process by members, and upon verification, shares shall be transferred only in dematerialized form. Member who missed the earlier cut-off of March 31, 2021, are encouraged to utilize this special window provided by SEBI.

The information required to be provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations), 2015 and the Secretarial Standard on General Meetings, regarding the resolutions proposed and the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the businesses under item 5, 6, 7, 8, 9 and 10 set out above are annexed hereto.

12. Record Date:

Record date for dividand has been fixed as Monday, September 08, 2025.

13. Electronic Clearing Service (ECS)

The Members who have not opted for ECS facility are requested to fill up the enclosed KYC form and return it to the Company’s Share Transfer Agent, Alankit Assignments Ltd., to avail the ECS facility. Please refer to the KYC Form enclosed with this Notice.

Annual Report 2024-25

14. Payment of Dividend:

(i) Dividend for the financial year ended March 31, 2025, will be paid after declaration in the AGM.
(ii) The Company has fixed Monday, September 08, 2025, as “Record Date” for determining members entitled to Dividend for the financial year ended March 31, 2025.
(iii) Pursuant to the Finance Act 2020, dividend income will be taxable in the hands of shareholders and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to the Company at [email protected] or to its Registrar and Share Transfer Agent, M/s. Alankit Assignments Limited (RTA) at [email protected] or ramap@alankit. com by September 05, 2025. The aforementioned documents can also be uploaded through the link https://[email protected].

Shareholders are requested to refer to communication on this subject sent by the Company to them through e-mail or may visit the Company website www.isgec.com, for further details and forms/ formats of declaration. Kindly note that the relevant documents should be emailed to RTA at [email protected] or [email protected]. You can also email the same to [email protected]. No communication on the tax determination / deduction shall be entertained after September 05, 2025. In case tax on dividend is deducted at a higher rate in the absence of receipt of the aforementioned details / documents, you would still have the option of claiming refund of the excess tax paid at the time of filing your income tax return. No claim shall lie against the Company for taxes so deducted at higher rate. Copies of the TDS certificate will be emailed to you at your registered email ID in due course, post payment of dividend.

The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Companies Act, 2013 and the relevant documents referred to in the accompanying Notice and the Explanatory Statement will be made available electronically for inspection by the members of the Company, upto the date of the AGM. Members seeking

inspection of such documents can send an email at [email protected].

Transfer of Unclaimed Dividend amount/ Shares to the Investor Education and Protection Fund (IEPF):

The Members wishing to claim dividends that remain unclaimed are requested to correspond with Alankit Assignments Ltd., Registrar and Share Transfer Agent at Alankit House, 4E/2, Jhandewalan Extn., New Delhi-110055 (Phone Number- 011- 42541234, 23541234) and email at [email protected] or the Company Secretary, at the Company’s registered office and email at [email protected]. The Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account will be transferred to IEPF, as per Section 124 of the Companies Act, 2013. Shares on which dividend remains unclaimed for seven consecutive years will be transferred to IEPF as per Section 124 of the Companies Act, 2013 and applicable rules.

Details of the unclaimed dividends and particulars with respect to corresponding shares due for transfer to IEPF are available on the Company’s website www.isgec.com under Section “Unclaimed Dividends”.

SEBI has issued circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/81 dated June 10, 2024, for the convenience and ease of compliance of existing investors. According to this circular following relaxations have been given to the existing investors:
i. Non-submission of ‘choice of nomination’ shall not result in freezing of Demat Accounts;
ii. Security holders holding securities in physical form shall be eligible for receipt of any payment including dividend, interest or redemption payment as well as to lodge grievance or avail any service request from the RTA even if ‘choice of nomination’ is not submitted by these security holders;
iii. Payments including dividend, interest or redemption payment withheld presently by the listed companies/ RTAs, only for want of ‘choice of nomination’ shall be processed accordingly.
SEBI has mandated that securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialize shares held by them in physical form.

19. Nomination:

Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, the Members are entitled to make nomination in respect of shares held by them in physical form. The Members desirous of making nominations may approach the Registrar and Share Transfer Agent, Alankit Assignments Limited.

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20. Questions and queries:

Members seeking any information with regard to accounts or any matter placed at the AGM, are requested to write to the Company on or before Monday, September 08, 2025, through email on [email protected] or [email protected] or [email protected]. Please note that members queries/ questions will be responded to only if the shareholder continues to hold the shares as on the cut-off date, i.e., Monday, September 08, 2025.

21. Speaker Registration:

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number to [email protected] by Monday, September 08, 2025. Those Members who have registered themselves as a speaker and have received a confirmation from the Company will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

22. E-voting:

The businesses as set out in the Notice may be transacted through electronic voting system and the Company will provide a facility for voting by electronic means. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Secretarial Standard on General Meetings and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means. The said facility of casting the votes by the members using electronic means will be provided by the National Securities Depository Limited (NSDL).

A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date of Monday, September 08, 2025, shall be entitled to avail the facility of remote e-voting or e-voting on the day of the AGM. Persons who are not members as on the cut-off date should treat this notice for information purposes only.

The members who have cast their vote through remote e-voting prior to the AGM may also attend the AGM through VC/OAVM but shall not be entitled to cast their vote again.

The remote e-voting period commences on Saturday, September 13, 2025, at 09:00 A.M. (IST) and ends on Monday, September 15, 2025, at 05:00 P.M. (IST). During this period, members of the Company holding shares either in physical or dematerialised form, as on the cut- off date of Monday, September 08, 2025, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.

The results of the electronic voting shall be disclosed to the Stock Exchanges along with the Scrutinizer’s Report and shall be placed on the website of the Company.

Instructions for e-voting during the AGM:

The e-voting window shall be activated upon instructions of the Chairman or the duly authorized officers during the AGM proceedings.

Only those Shareholders, who are present in the AGM and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Monday, September 08, 2025, are entitled to vote on the Resolutions set forth in this Notice. Eligible members who have acquired shares after the dispatch of the Annual Report and holding shares as of the cut-off date, i.e. Monday, September 08, 2025, may obtain the login ID and password by sending a request at [email protected] or to the Company at [email protected]. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you don’t remember your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on https://evoting.nsdl. com or call on toll free no. 1800 1020 990 or 1800 22 44 30.

Members are requested to follow the instructions given in this notice to cast their votes through e-voting.

The detailed steps on the process and manner for remote e-voting/e-voting at the AGM and to access the VC/OAVM facility at the AGM are as follows:

Annual Report 2024-25

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, September 13, 2025, at 09:00 A.M. and ends on Monday, September 15, 2025, at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date), i.e., Monday, September 08, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Type of
Login Method
shareholders
----- End of picture text -----

Individual	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on
Shareholders	a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon
holding	under “Login” which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID
securities in	and Password. After successful authentication, you will be able to see e-Voting services under Value added
demat mode	services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page.
with NSDL	Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting
	website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting
	during the meeting.
	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.
	com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/
	IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of
Login Method
shareholders
----- End of picture text -----

Individual	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
Shareholders	password. Option will be made available to reach e-Voting page without any further authentication. The
holding	users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon
securities in	& New System Myeasi Tab and then use your existing my easi username & password.
demat mode
with CDSL	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies
	where the evoting is in progress as per the information provided by company. On clicking the evoting option,
	the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the
	remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links
	provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
	providers’ website directly.
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.
	com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN
	No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the
	user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful
	authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to
	directlyaccess the system of all e-VotingService Providers.

Individual You can also login using the login credentials of your demat account through your Depository Participant Shareholders registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click (holding on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, securities wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and in demat you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or mode) login joining virtual meeting & voting during the meeting. through their depository participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
----- End of picture text -----

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

Annual Report 2024-25

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

lternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

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Login type Your User ID is:
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Login type	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	E-voting Event Number (EVEN) Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password ’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “ EVEN - 135020 ” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS:

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www. evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected] or ) at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile

Annual Report 2024-25

Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

By Order of the Board of Directors For Isgec Heavy Engineering Limited

Sachin Saluja

Company Secretary Membership No. A24269

Place: Noida

Date: August 13, 2025

Registered Office: Radaur Road, Yamuna Nagar – 135001, Haryana, INDIA

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Notice

KYC FORM

(Only for physical shareholding)

To,

M/s. Alankit Assignments Limited,

Alankit House, 4E/2, Jhandewalan Extn., New Delhi- 110055

Dear Sir/ Madam,

Unit: Isgec Heavy Engineering Limited

Date: // // FolioNo: No of Shares:

We wish to update the KYC and in this matter are forwarding herewith the required supporting documents by ticking in the appropriate checkbox below

a. For registering PAN of the registered and/ or joint shareholders (as applicable)

i. Registered shareholder • Joint holder 1 • Joint holder 2 • Joint holder 3 Please attach self- attested legible copy of PAN card (exempted for Sikkim Shareholders).

b. For registering Bank details of the registered shareholder

In cases wherein the original cancelled cheque leaf has the shareholder’s name printed
Aadhar/ Passport/ Utility bill Original cancelled cheque leaf
In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it

Aadhar/ Passport/ Utility bill Original cancelled cheque leaf Bank Passbook/ Bank Statement

Please note that bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

c. For updating the Specimen Signature of the registered and/ or joint shareholders

In cases wherein the original cancelled cheque leaf has the shareholder’s name printed

Affidavit Banker verification Original cancelled cheque leaf

In cases wherein the cancelled cheque leaf does NOT contain the shareholder’s name printed on it
Affidavit Banker verification Original cancelled cheque leaf Bank Passbook/ Bank Statement
The format of Banker Verification on the website of the Company www.isgec.com under Investor Relations/ Financials/ Compliance Section.
Please note that Bank passbook/ Bank Statement should be duly attested by the officer of the same bank with his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of attestation.

d. For Updating the email id for the purpose of receiving all communications in electronic mode

e. For updating the Mobile No

I /We hereby state that the above mentioned details are true and correct and we consent towards updating the particulars based on the self-attested copies of the documents enclosed with this letter by affixing my/our signature(s) to it.

Annual Report 2024-25

Re-designation of Mr. Sanjay Gulati (DIN: 05201178) as Joint Managing Director.	Age 61 62 59 57 Date of appointment on the Board July 08, 2025 July 08, 2025 June 28, 2021 (Re-designated on July 08, 2025) June 28, 2021 (Re-designated on July 08, 2025) Qualifications MBA in Finance, University of San Francisco, USA BA in Economics, University of San Francisco, USA, including two years at the American University in Cairo, Egypt Chemical engineering from Panjab University and an MBA from XLRI Jamshedpur Bachelor of Engineering (with specialisation in Industrial Production Engineering) from MPIET, University of Nagpur, India Master of Business Administration (with specialisation in Finance), from Institute of Management Studies, Indore University, India Bachelor of Engineering (with specialization in Industrial Production Engineering) from SGSITS, Indore. In case of Independent directors, the Skill and capabilities required for the role and the manner in which the proposed persons meets such requirements Mr. Rajiv Roy Chaudhury is a person of integrity and possesses relevant expertise and experience in leadership, finance, governance and strategy. Mr. Vivek Dhir is a person of integrity and possesses relevant expertise and experience in international business, distribution networks, leadership and marketing strategies across consumer focused industries. Not Applicable Not Applicable Relationships between Directors, Manager and other Key Managerial Personnel None None None None Terms and conditions of appointment/re-appointment along with details of remuneration re-designation sought to be paid and the remuneration last drawn by such person, if applicable As per resolution given in the Notice and Explandory Notes As per resolution given in the Notice and Explandory Notes As per resolution given in the Notice and Explandory Notes As per resolution given in the Notice and Explandory Notes Number of Meetings of the Board attended during the year N.A. N.A. Five (5) Four (4)
Re-designation of Mr. Kishore Chatnani (DIN: 07805465) as Joint Managing Director.
Appointment of Mr. Vivek Dhir (DIN: 00774349) as an Independent Director.
Appointment of Rajiv Roy Chaudhury (DIN: 03545734) as an Independent Director
Particulars

01-18

Notice

Re-designation of Mr. Sanjay Gulati (DIN: 05201178) as Joint Managing Director.	A brief profile including nature of his expertise in specific function areas along with experience (in years) Mr. Rajiv Roy Chaudhury, holds an MBA and BA in Economics from the University of San Francisco, including study at The American University in Cairo. He is seasoned global executive with over 30 years of leadership experience across the defence, pharmaceuticals, consulting, and FMCG sectors. Formerly, he was a Strategy Director at BAE Systems India, following a 12-year tenure leading finance and operations. He started his career with ITC and Arthur Andersen/EY and has held senior executive and Director roles at Ranbaxy in India, Australia, and Mexico. Member of several influential industry bodies, and recently contributed as visiting faculty at INSEAD, France. Mr. Vivek Dhir is a seasoned business leader with over 40 years of experience across industries including FMCG, telecom, technology, and media. He is a chemical engineer from Panjab University with an MBA from XLRI Jamshedpur. He has led multiple startups as a founder and investor. He is the Founder & CEO of World Phone IT Services, delivering scalable telecom platforms to emerging markets, and also founded StarsTell.com, a leading D2C astrology and devotional services platform. He is a Trustee of ASTHA, supporting individuals with disabilities, and enjoys travel, podcasts, and golf. Mr. Kishore Chatnani, holds an Bachelor of Engineering (with specialisation in Industrial Production Engineering) from MPIET, University of Nagpur; Master of Business Administration (with specialisation in Finance), from the Institute of Management Studies, Indore University. He has over 30 years of experience in finance, operations, treasury, investment management, and M&A, With the Company since 1998. Bachelor of Engineering (with specialisation in Industrial Production Engineering) from SGSITS, Indore He has over 30 years of experience in marketing, exports, projects, manufacturing, and planning, HR & administration, greenfield projects, joint ventures, and team leadership. He is also a Managing Director of a subsidiary and joint venture, Isgec Hitachi Zosen Ltd.
Re-designation of Mr. Kishore Chatnani (DIN: 07805465) as Joint Managing Director.
Appointment of Mr. Vivek Dhir (DIN: 00774349) as an Independent Director.
Appointment of Rajiv Roy Chaudhury (DIN: 03545734) as an Independent Director
Particulars

Annual Report 2024-25

Re-designation of Mr. Sanjay Gulati (DIN: 05201178) as Joint Managing Director.	Directorship held in other companies including listed companies Nil i). Happy Starstell.com Private Limited ii). World Phone IT Services Private Limited iii). Rider Marketing Private Limited iv). Signet Solutions Private Limited v). VAS Tribology Solutions Private Limited vi). Future Tele VAS Private Limited vii). World Phone India Private Limited viii). World Phone Internet Services Private Limited i). Isgec Heavy Engineering Limited ii). Free Look Software Private Limited iii). Isgec Covema Limited iv). Isgec Exports Limited v). Isgec Engineering and Projects Limited vi). The Yamuna Syndicate Limited i). Isgec Heavy Engineering Limited ii). Isgec Hitachi Zosen Limited Name of listed entities from which the person has resigned in the past three yeas None None None None Chairman/ Member of Committee of the Other Board of Companies in which he is a director None None None Isgec Heavy Engineering Limited: Member- Risk Management Committee Isgec Hitachi Zosen Limited: Member: Corporate Social Responsibility Committee Shareholding of Director in the Company including shareholding as a beneficial owner Nil Nil (500 shares) 0% (Negligible) Nil
Re-designation of Mr. Kishore Chatnani (DIN: 07805465) as Joint Managing Director.
Appointment of Mr. Vivek Dhir (DIN: 00774349) as an Independent Director.
Appointment of Rajiv Roy Chaudhury (DIN: 03545734) as an Independent Director
Particulars

Isgec Heavy Engineering Limited Annual Report 2024-25

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Progress, Responsibly

What’s inside the report

02 Corporate Overview

Statutory Reports

Board’s Report Management Discussion and Analysis Report on Corporate Governance Business Reponsibility and Sustainability Report

03 Financial Statements

112 Standalone Financial Statements 188 Consolidated Financial Statements

Scan the QR code to know more about the company Website: www.isgec.com

To view the report online, log on to https://www.isgec.com/aboutusfinancials-annual-reports-investor.php

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Annual Report 2024-25

Corporate Overview

Company Overview

Isgec Heavy Engineering Limited, which started as a bold venture in 1933 as Saraswati Sugar Syndicate Limited, is today a global leader in Manufacturing, Industrial Projects, and Sugar.

A lot has changed over these past ninety years. Our research and development excellence has made us a critical link in the supply chain of decarbonisation, including green ammonia, green hydrogen, solar panels, emission controls including SOx, NOx, ethanol production, steam reduction, incineration and waste to energy boilers, and methanisation etc. Along with our portfolio, the size of our company has also multiplied—a turnover of H 6,000+ Crores, 8 plants, and clients across 92 countries.

What has however remained unchanged over the last nine decades, is the integrity of our management, our environmentally conscious decision-making, maintaining a safe working environment for our employees, our commitment to give back to the communities around us, and holding the highest regard for our colleagues who have been the building blocks of our success.

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Industrial and Green Energy Boilers

Power Plants

Sugar Plants and Distilleries Compressed Biogas (CBG) Plants Emission Control Solutions and Projects Bulk Material Handling Equipment and Projects Industrial Wastewater Treatment Projects

Railways Projects

Process Plants

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02
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Refined Sugar
Ethanol
anufacturin
I
n
M g
ol d
n u
a s
th tri
E a
l
&
P
r r
a o
g j
e
u
c
S t
s
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Process Plant Equipment Castings - Steel and Iron Boiler and Pressure Parts Prefabricated Piping Spools Contract Manufacturing

Presses

Liquified Gas Containers Process Skids and Modules

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Corporate Overview

Manufacturing Locations and Design Offices

Isgec’s manufacturing operations are strategically located across key regions. In Yamunanagar, Haryana, we produce Mechanical, Hydraulic and Servo Presses, Process Plant Equipment, Iron Castings, Liquefied Gas Containers as well as Prefabricated Piping Spools.

We also offer contract manufacturing services to global OEMs from this location. Our Rattangarh, Haryana facility specialises in Boilers, Pressure Parts, Process Skids and Modules and Prefabricated Piping Spools. In Bawal, Haryana, we manufacture Standard Mechanical Presses and Press Brakes.

Our Muzaffarnagar, Uttar Pradesh facility is dedicated to high-quality Steel Castings. Additionally, our Dahej, Gujarat facility focuses on Process Plant Equipment, Material Handling Equipment and equipment for Sugar Plants and Distilleries.

Internationally, Isgec operates a manufacturing plant in Windsor, Canada through our subsidiary, Eagle Press & Equipment Co. Ltd., which specialises in the production of high-quality mechanical and servo presses.

Complementing our industrial operations is Saraswati Sugar Mills Ltd., located in Yamunanagar, Haryana. As one of India’s oldest and largest sugar mills, it plays a vital role in Isgec’s sugar and ethanol business, supporting both traditional sugar production and emerging bioenergy initiatives.

Through our expansive network of manufacturing plants and project execution, Isgec continues to deliver high-quality engineering solutions across multiple industries.

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Industrial Projects Business
Offices
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Noida, UP Chennai, Tamil Nadu Pune, Maharashtra

Overseas Facilities

Eagle Press & Equipment Co. Ltd., Windsor, Canada

Cavite Biofuel Producers Inc. (CBPI), Philippines

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Manufacturing Plants
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Yamunanagar, Haryana

Presses, Process Plant Equipment, Iron Castings, Liquified Gas Containers, Prefabricated Piping Spools, Contract Manufacturing

Muzaffarnagar, UP

Steel Castings

Rattangarh, Haryana

Boilers, Pressure Parts, Process Skids & Modules, Prefabricated Piping Spools

Bawal, Haryana

Standard Mechanical Presses and Press Brakes

Dahej, Gujarat

Process Plant Equipment, Material Handling Equipment

Saraswati Sugar Mills, Yamunanagar, Haryana

Sugar Plant and Ethanol Distillery

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Corporate Overview

Our Glorious Legacy and Key Milestones

While our portfolio and scale have grown exponentially, the foundational principles of Isgec remain steadfast. Our enduring commitment to the integrity of our management, environmentally conscious decision-making, the provision of a safe and healthy working environment for our employees, and our dedication to the communities in which we operate, have been the cornerstones of our success for over ninety years. We deeply value the contributions of our colleagues, who are integral to our continued progress.

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Listed on the Bombay
our success for over ninety years. We deeply value the contributions of our colleagues, who are integral to our continued progress.
Stock Exchange.
Set up Dahej plant
in Gujarat for large Commercial production
Process Equipment. began at 130 KLPD
Signed two major licensing agreements
Our journey over Group Turnover crossed distillery, Cavite
With Amec Foster Wheeler North America H5000 Crores. Biofuel Producers Inc.
92+ Years Corp. for Circulating Fluidised Bed Combustion (subsidiary) in Philippines.
(CFBC) Boilers up to 60 MW.
Formed a joint venture
With Belleli, Italy for the manufacturing of
with Hitachi Zosen,
Established Isgec John
high-pressure reactors used in oil refineries and
Thompson Ltd. (IJT) Japan, to manufacture
petrochemical plants.
Founded as for manufacturing critical process
Saraswati Sugar Industrial boilers. equipment.
Listed on the
Syndicate Limited Entered into a Group turnover National Stock
technology transfer crossed ₹3,000 Crores.
2007 Exchange.
agreement with
Rovetta Presse Spa, Commissioned a 100 2024
Italy for manufacturing KLPD ethanol plant
1933 2008
mechanical presses. at Saraswati Sugar
1998
Mills, our subsidiary
Group Turnover surpassed
Commenced the H1000 Crores. in Yamunanagar.
manufacturing 1946
of engineering 1988
goods. 2009
2020
1965
2012
2023
1985
Bawal Plant was
2018
Listed on the established to
1977
Delhi Stock manufacture
Exchange. standard presses.
2015
Group turnover
1981
exceeded ₹2,000
Crores.
Entered into three
strategic joint ventures 2021 Capacity of Ethanol
Acquired a steel castings unit in Plant at Saraswati
With Sumitomo SHI FW
Muzaffarnagar, Uttar Pradesh. Sugar Mills was
Energia, Finland (formerly
enhanced to 160 KPLD.
known as Foster Wheeler) for
Isgec John Thompson Ltd. engineering boilers.
(IJT) signed a technology tie-up
with Pyropower of A. Ahlstrom With TITAN Metal Fabricators, Acquired a 100% stake in
Corporation for Fluidized Bed USA, for manufacturing Eagle Press & Equipment
Combustion (CBFC) boilers. reactive metal and high nickel Co. Ltd., Canada.
process plant equipment.
With Redecam, Italy, for bag
filters and non-fossil fuel ESPs.
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Annual Report 2024-25

Corporate Overview

Subsidiaries and Joint Ventures

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100% 90% Wholly-owned subsidiaries Step-down subsidiary Saraswati Sugar Mills Ltd., Yamunanagar, India It produces refined sugar and ethanol. Cavite Biofuel Producers Inc., Cavite Philippines This facility produces 130 KLPD of ethanol from sugarcane juice Eagle Press & Equipment Co., Ltd., and molasses. Ontario, Canada It serves the North American market by manufacturing high-performance mechanical presses. 51% Joint ventures Isgec Hitachi Zosen Ltd., Isgec Titan Metal Isgec SFW Boilers Pvt. Ltd. Isgec Redecam Enviro Dahej, India Fabricators Pvt. Ltd., Solutions Pvt. Ltd. This joint venture with Yamunanagar, India This joint venture with Sumitomo SHI FW Oy, Our joint venture with Hitachi Zosen Corporation, In partnership with Titan Finland, focuses on proposals Redecam Group SpA Italy Japan, focused on Metal Fabricators USA, this and detailed engineering of provides emission control manufacturing critical and joint venture manufactures boilers for global markets. solutions including dry and heavy process equipment. corrosion-resistant process semi-dry FGDs, bag filters, equipment using reactive hybrid filters and ESPs for metals and high nickel alloys. steel, cement, biomass, waste-to-energy and other industrial applications.

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Isgec Hitachi Zosen Ltd.,
Dahej, India
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Our Marquee Clientele

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Corporate Overview

Technology Partnerships

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Thermal Engineering Amec Foster Wheeler USA
International (TEi) USA (now with Wood Group, UK)
Sumitomo SHI
FW Energia Oy AP&T Sweden
Finland 10 01
09 02
Siemens
Babcock Power
Heat Transfer
Environmental
Technology
08 03 Inc. USA
b.v.Netherlands
07 04
06 05
Fuel Tech Inc. USA BHI FW Corporation
South Korea
Envirotherm GmbH Germany CB&I Technology Inc. USA
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Key Indicators (Financial Highlights)

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Total Income EBITDA & EBITDA Margin PAT & PAT Margin
(in H Mn) (in H Mn) (%) (in H Mn) (%)
64,117 64,616 6,187 3,557
62,404
5,481
55,126
9.6% 5.5%
2,844
4,673
8.8% 4.6%
2,055
3,246 7.3% 3.2%
1,150
5.9% 2.1%
FY22 FY23 FY24 FY25 FY22 FY23 FY24 FY25 FY22 FY23 FY24 FY25
EBITDA PAT
EBITDA Margin PAT Margin
Employees across different Qualified engineers Revenue
geographies
EBITDA PAT Order book as on 31.03.2025
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Net worth as on 31.03.2025

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Credit rating by ICRA

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Corporate Overview

Sucessfully Executed Orders

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6,000+ 850+
Presses Cane Mills
250+ 75+
ESPs Bag Filters
85+ 235+
Power Plants Sugar Plant
and Distilleries
Project
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Quality Accreditations

Quality is one of the core values at Isgec. Over the years, the Company has gained many accreditations from the most renowned organisations worldwide. Some of our accreditations are as follows:

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ISO 45001:2018
ISO 9001:2015 ISO 14001:2015 ASME ‘S’ ‘U’
Occupational
Quality Management Environmental ‘U-2’ and ‘U-3’
Health and Safety
System Management System Stamps
Management System
EN 1090-1: 2009+
A1: 2011 Execution
Conformite
‘R’ Stamp NABL Certification of steel structures
Europeenne
and aluminium
structures
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900+
Boilers
12
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Corporate Overview

Isgec: Building a Sustainable Workforce Through Strategic Talent Management

Isgec aligns its talent acquisition and retention strategies with business goals, focusing on attracting, developing, and retaining the right talent through a culture of growth, inclusion, and engagement.

Talent Acquisition Strategy:

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Multi-channel Sourcing

Strategic Partnerships

Campus Recruitment

We actively recruit from premier institutions like IIT Delhi and BHU to infuse young talent and provide structured growth paths for engineers to ensure a sustainable and progressive talent environment.

A multi-channel, strategic approach utilises job portals, professional networks (especially LinkedIn), and a successful Employee Referral Program with incentives to build a healthy talent pipeline and strengthen internal engagement.

We collaborate with manpower consultants and headhunting firms for critical roles and proactively keep a close watch on top performers in peer organisations to attract best-in-class professionals.

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Employer Branding

Diversity and Inclusion

Regular updates on social platforms showcasing Isgec's culture, achievements, and people-centric environment help us attract talent and promote Isgec as a dynamic and people-centric organisation. An enhanced Employee Value Proposition (EVP) is underway.

We place significant focus on hiring women professionals across functions, including engineering and leadership roles, with positive results from campus and lateral hiring efforts.

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Hiring Success and Metrics:

We focus on long-term outcomes, evidenced by a 99% probation-toconfirmation rate, indicating successful onboarding and cultural alignment.

Track Time-to-Hire (TAT), Source of Hire, and Quality of Hire (performance and cultural fit) using structured interviews and role-specific assessments for mid-tosenior levels

Post-hire feedback at 45 and 90 days improves candidate experience and early retention and helps identify and address gaps.

Fostering a Culture of Continual Learning Towards Excellence:

Training and Development (April ‘24 - March ‘25):

2340 staff trained (including 70% of staff) in skill upgradation (behavioural/ technical).
1093 employees (including 50% staff) received health and safety training across locations.
Total: 21395 training hours across 740+ sessions (605+ technical, 135+ behavioural).

Focus on aligning with industry trends, empowering workforce adaptation and growth through targeted upskilling in both technical (e.g., Tekla, CADMATIC, boiler optimisation) and behavioural (e.g., communication, goal achievement, leadership) areas.

Aarohan – Shakti se Prabhav tak:

A one-year leadership development programme for high-potential senior managers, including an MBTI workshop to enhance self-awareness and strategic thinking.

Enhancing Compliance through ASME Material Code Training:

One-on-One Coaching:

An organisational-level initiative led by a certified internal coach to foster holistic development as well as enhance selfawareness, emotional intelligence, and leadership. 45 employees participated in coaching sessions in FY25.

Specialised training on the latest ASME Boiler and Pressure Vessel Code (BPVC) material standards was conducted to strengthen compliance in boiler manufacturing. This ensures that our technical staff is updated on evolving international standards for the design, fabrication and inspection of pressure equipment, which is critical for maintaining safety and quality.

Digital Upskilling for Engineering Excellence:

We launched a comprehensive Design Tool Training Program to enhance the technical skills of our manufacturing division’s design and engineering teams. Focused on advanced digital tools, including ANSYS, AutoCAD Plant 3D, Tekla Structures, Cadmatic Modelling, and Newton Software, this upskill aims to streamline product development, improve design accuracy, and ensure compliance with customer and industry standards.

Diversity, Equity, and Inclusion (DE&I): Empowering Women Leaders

To advance gender equity, we launched an external ‘Women Leadership’ training programme. This initiative aims to empower women employees by enhancing their leadership capabilities, confidence, and influence. The programme covered work-life management, self-care, emotional intelligence, and leadership models. By investing in our women leaders, Isgec strengthens organisational resilience and fosters innovation.

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Corporate Overview

Employee Engagement:

We partnered with the Great Place to Work[®] Institute to assess and enhance employee engagement. The ‘Dil Se Bolo’ survey, designed to seek feedback and suggestions, achieved a sector-leading 95% participation rate, demonstrating strong workforce trust. Feedback was translated into actionable improvements through focused group discussions and action planning workshops.

Throughout the year, we organised diverse engagement activities encompassing health and wellness, sports (cricket, table tennis), cultural celebrations (Holi), creative challenges, and family involvement initiatives. Regular internal communication (‘Team Talk-Time’) and recognition programmes (‘I Appreciate You’, ‘Pat on the Back’) further boosted morale and belonging.

Employee Well-being:

Employee health and well-being were prioritised through corporate tie-ups with Indraprastha Apollo Hospitals and iCare, offering healthcare benefits for employees and their families. We also conducted health webinars (ergonomics, cardiac, mental, women’s health), health camps, a Cancer Awareness Workshop, and the ‘Fitness First’ Challenge. Digital well-being was promoted through Personal Cyber Security Month, promoting online safety practices. Workplace safety was reinforced through audits, a Safety and Environment Quiz and a dedicated webinar.

These comprehensive efforts highlight our commitment to foster a connected, inclusive, and resilient workplace where employees feel valued and empowered.

Performance Management:

Project Lakshya: Transition to KRA and KPI-Based Framework

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We launched Project ‘Lakshya’ to improvement, recognise performance, transition to a structured, KRA- and KPIand support development. based Performance Management System This transition will foster accountability, (PMS), grounded in Management by transparency, and employee engagement, Objectives (MBO). This aligns individual and departmental objectives with driving a high-performance culture. MBO empowers employees, creating an agile, organisational goals.

This transition will foster accountability, (PMS), grounded in Management by transparency, and employee engagement, Objectives (MBO). This aligns individual and departmental objectives with driving a high-performance culture. MBO empowers employees, creating an agile, organisational goals. results-focused environment. We expect Over 65 orientation sessions educated improved productivity, resource utilisation nearly 3000 employees on this new and stronger alignment between individual framework. By setting clear, measurable and organisational performance, objectives, we aim to enhance positioning Isgec for sustained success. progress monitoring, identify areas for

Strengthening Employee Retention

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initiatives that celebrate performance and values. Our commitment to transparent communication, inclusive policies and a nurturing culture ensures employees feel motivated, valued and aligned with our long-term vision.

While acknowledging inherent turnover when experiencing organisational growth, we adopt a proactive, multi-dimensional approach to enhance employee retention. We engage high-potential talent with robust learning and development, continuous engagement and recognition

Corporate Social Responsibility: Building a Better Tomorrow

Isgec is intrinsically committed to driving positive social progress in the regions where we have a presence. Our Corporate Social Responsibility initiatives are strategically focused on key areas of development: education, healthcare, community development, and environmental sustainability.

We actively support local educational institutions through infrastructure development and the provision of learning resources, conduct vital health camps in rural communities, champion water conservation and community development initiatives aimed at empowering youth and women. These endeavors reflect our core belief that industrial advancement must be intrinsically linked with the well-being and development of the communities we serve.

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education and addresses the issue environment for children aged of female dropout rates due to lack 8 to 14 who face barriers to of infrastructure. formal schooling, helping to bridge educational gaps. We also Partnership with Nai Disha Educational prioritise the health and well-being & Cultural Society: Our decade-long of these students. partnership with Nai Disha Educational & Cultural Society focuses on funding remedial classes and open school Impact: Better infrastructure in schools projects for underprivileged children in empowers students and unlocks infinite the Kishangarh slum area of South Delhi.

Education: Building Brighter Futures

We believe that quality education is the cornerstone of individual and societal progress. Our efforts focus on improving learning environments and providing opportunities, particularly for underprivileged children.

Impact: Better infrastructure in schools empowers students and unlocks infinite possibilities. Improved health and safety as well as better sanitation and hygiene, lead to an enhanced learning experience, a sense of pride and motivation to learn, and improved teacher morale. Our focus on renovating female toilets particularly supports ‘Beti Bachao Beti Padhao’ (Save the Daughter, Educate the Daughter) by promoting female education.

Key Activities:

Improved Learning Environments in Government Schools: We have significantly enhanced the learning environment for students in 350+ government schools.
Isgec has been a key partner in supporting the Open School programme at Nai Disha since 2019, impacting over 1,301 children and empowering them with education and skills.

This includes the renovation of 10 government high and senior secondary schools.

The Open School programme provides a self-paced learning

More than 350 government schools have been equipped with essential infrastructure such as laminated green boards, durries, water coolers with purifiers, desks, and benches.

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Empowering Girls’ Education: We have adopted all girl’s schools in Yamuna Nagar, upgrading their toilets, furniture, and overall infrastructure.
To ensure better opportunities and digital literacy, we equipped the Government High School, Naharpur, with computer labs, including providing CPUs and computer accessories. This initiative actively promotes female

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Corporate Overview

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Health: Fostering Well-being

We are committed to enhancing healthcare access and supporting community well-being, especially during times of need.

Key Activities:

Disease Diagnostics: We donated a TB testing machine to Civil Hospital Yamuna Nagar to aid in disease diagnosis and treatment.
Oxygen Generation: We set up a 1000 LPM Oxygen Generation Plant at ESI Hospital, Yamuna Nagar, significantly boosting medical oxygen supply.

Impact: Enhanced healthcare access leads to empowered communities, sustainable development, and progress, contributing to a healthier society.

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Community Development: Building Stronger Bonds

We believe in creating spaces that promote healthy lifestyles and foster community spirit.

Key Activities:

Outdoor Gymnasiums: We have established 8 outdoor gymnasiums to promote a healthy lifestyle and foster social interaction and a sense of belonging within communities.

Impact: These initiatives promote physical and mental well-being, encourage social interaction, and contribute to healthier lifestyles across the community.

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Green Initiatives: Embracing Renewable Energy

Our commitment to the planet is demonstrated through our active promotion of renewable energy and efforts to reduce our carbon footprint.

Key Activities:

Solar Power Installations: We have installed solar panels collectively amounting to 690 KWs of solar power at schools, colleges, community centres and NGOs. This promotes renewable energy and has saved close to 1,420 tonnes of coal, offsetting 3,976 tonnes of CO2 emissions.
Ongoing Solar Projects: The installation of 5 KW solar energy systems across 129 more government schools and public places is currently underway. This ongoing effort will typically offset an additional 1,419 tonnes of carbon dioxide emissions. (As per TERI, every unit of solar energy helps prevent 0.7 kg of carbon dioxide emission.)

Impact: Our green initiatives result in a reduced carbon footprint and promote sustainable energy practices. This leads to energy independence, ensuring a consistent power supply even during outages, further reducing carbon emissions to mitigate climate change, and increasing awareness and hands-on learning opportunities about renewable energy technologies.

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Rainwater Harvesting Systems: We have installed 140 rooftop rainwater harvesting systems at 38 different locations in community buildings, government hospitals, government schools and colleges in District Yamuna Nagar to recharge ground aquifers.

Water Resource Management: Securing Our Water Future

In line with the government’s ‘Mera Pani Meri Virasat’ theme, we are dedicated to water conservation and recharging efforts to ensure long-term water security.

Key Activities:

These systems have saved
1.36 Lakhs cubic meters of water.

Aquifer Recharge and Flood Prevention: We initiated a project for recharging aquifers and water conservation in various villages.

They have recharged 35.9
conservation in various villages. Lakhs cubic metres of rainwater
This includes the construction annually, improving groundwater
of 41 borewells in 8 villages at levels by 0.86 feet. the periphery of 11 rainy ponds Improved Water Availability: Our
for faster percolation of overflow, efforts have recharged aquifers
which helps minimise flooding in through rainwater harvesting in 43
approximately 2,000 hectares of villages, impacting 41 borewells.
agricultural land.

Impact: Our water resource management This also contributes to the initiatives lead to improved water security, prevention of crop damage. enhanced drought resilience, economic growth and sustainable development for the region.

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Corporate Overview

Leadership that Instils Faith

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Mr. Ranjit Puri

Chairman

Education

B.Sc. Industrial Management from MIT, USA.

Experience

Whole-time Director and Chief Financial Officer

Company Secretary

Education

CS, LL.B, M.Com, B.Com

B.E. (with specialisation in Industrial Production Engineering) from SGSITS, Indore, India.

B.E. (with specialisation in Industrial Production Engineering) from the University of Nagpur, India and MBA (with specialisation in Finance) from IMS, Indore University, India.

Experience

Over 17 years in corporate governance, SEBI & Company Law compliance, and capital market regulations across listed, unlisted, and investor-backed companies.

Experience

Over 30 years of experience in marketing, exports, manufacturing, projects and planning, HR and administration, greenfield projects, joint ventures, and team leadership. Is also the Managing Director of Isgec Hitachi Zosen Ltd., a JV company.

Experience

Over 30 years of experience in finance, operations, treasury, investment management and M&A. With the Company since 1998.

Registered Office

Auditors

Registrar & Share

Transfer Agent

Phone: +91-11-42541234, M/s. Alankit Assignments 23541234 Limited Fax: +91-11-23552001 ‘Alankit House’, 4E/2, Email: [email protected] Jhandewalan Extension, New Delhi- 110055

SCV & Co. LLP Radaur Road, B-41, Panchsheel Enclave, Yamunanagar- 135001 New Delhi- 110017 Haryana, India

Bankers

State Bank of India Standard Chartered Bank Union Bank of India ICICI Bank Ltd Yes Bank Ltd. Bank of Baroda Punjab National Bank Citibank N.A. IndusInd Bank Ltd. The Hongkong & Shanghai Indian Bank Export Import Bank of India IDFC First Bank Ltd. Banking Kotak Mahindra Bank Ltd. Axis Bank Ltd. Corporation Ltd. HDFC Bank Ltd.

Chairman Member

Audit Committee Nomination and Remuneration Committee Stakeholders Relationship & Grievance Committee Corporate Social Responsibility Committee Risk Management Committee

Annual Report 2024-25

Board’s Report

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:

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H In lakhs
Financial Year ended
Particulars As at 31.03.2025 As at 31.03.2024
Standalone
Total Revenue 5,07,937.61 4,90,613.64
Total Expenses (before finance cost, depreciation and tax) 4,60,760.89 4,49,493.92
Profit before finance cost, depreciation and tax 47,176.72 41,119.72
Finance cost and depreciation 8,346.28 10,729.60
Profit before tax and exceptional items 38,830.44 30,390.12
Exceptional items - -
Profit before tax but after exceptional Items 38,830.44 30,390.12
Less: Tax expenses including deferred tax 9,456.01 7,219.44
Profit after tax 29,374.43 23,170.68
Other Comprehensive Income / (loss) (net of tax) (207.20) (75.29)
Total Comprehensive Income 29,167.23 23,095.39
Balance carried to profit & loss account 26,226.05 20,889.50
Basic/ Diluted earnings per share of H 1 each 39.95 31.51
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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.
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-subsidiariesannual-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

5. There are no material changes or commitments affecting the Company’s financial position between April 1, 2025, and the date of this report.

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 .

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.

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.

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The policy is available on the Company’s website and can be accessed at https://www.isgec.com/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/unclaimeddividend-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:

S. No.	Particulars	Unpaid or Unclaimed Dividend Amount
1.	Final Dividend for the financialyear 2016-17	H15,29,040

10.4 Transfer 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/DividendDistribution-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 fundbased and non-fund-based facilities from ICRA Limited. The details of the credit ratings as on date are provided below:

S. No.	Fund Based	Non-Fund Based	Fund Based / Non-Fund Based
Long Term	[ICRA]AA (Stable)		[lCRA]AA (Stable)/ [ICRA]A1+
Short Term		[lCRA]A1+

13. Details of Directors / Key Managerial Personnel

13.1 Directors retiring by rotation and re-appointment thereof

13.1.1. Mr. Kishore Chatnani, Whole-time Director & Chief Financial officer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Annual Report 2024-25

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.

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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. In 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/ VigilMechanismWhistleBlowerPolicy.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;

Annual Report 2024-25

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 PeerReviewed 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).

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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/ BusinessResponsibilityandSustainabilityReport202425.pdf

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

27.1 The information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo, is provided in the Management Discussion and Analysis Report, which forms part of this report and is annexed as Annexure-2 .

28. Audit Committee

28.1 Pursuant to the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed information regarding the composition, number of meetings convened, and the brief terms of reference of the Audit Committee is disclosed in Corporate Governance Report, which forms part of this report and is annexed as Annexure-4 . To avoid duplication, the said details have not been separately disclosed here.

29. Corporate Social Responsibility

29.1 The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
29.2 The composition of Corporate Social Responsibility Committee and the attendance of the Members at the meetings convened during the financial year 2024-25 are as follows:

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Corporate Social Responsibility Committee
Name of the Director Designation meeting date and attendance
May 29, 2024 February 07, 2025
Mr. Ranjit Puri Chairman
Mr. Aditya Puri Member
Mr. Vishal Kirti Keshav Marwaha Member
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Mr. Sachin Saluja, Company Secretary & Compliance Officer of the Company, acts as Secretary to Corporate Social Responsibility Committee.

Annual Report 2024-25

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/ RISKMANAGEMENTPOLICYNEW.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.
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, crèche facility, and other relevant employee welfare provisions during the financial year 2024–25.

36. Personnel

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.
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.

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

Aditya Puri Arvind Sagar Managing Director Director DIN : 00052534 DIN : 09210612 Date : July 08, 2025 Place: Noida

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(₹ in lakhs) Isgec Investment PTE Limited* 27-08-2019 Year Ended March 31, 2024 SGD 5.20 (247.87) 1,01,726.48 1,01,928.21 1,656.60 485.32 (3,353.82) - (8.50) (3,345.31)
Eagle press & Equip- ment co. Limited 18-09- 2018 Year Ended March 31, 2024 CAD 2,501.55 12,948.94 16,315.75 49.71 7,712.46 - (345.90) (966.83)
Isgec Redecam Enviro Solutions Private Ltd. 01-02-2017 Year Ended March 31, 2024 Indian Rupees 200.00 14.65 (5,868.36) 5,252.57 5,037.92 - 4,782.36 224.08 (1,312.73) 7.00 49.67 167.41
Isgec Titan Metal Fabricators Private Ltd. 25-06-2015 Year Ended March 31, 2024 Indian Rupees 100.00 1,623.40 3,611.90 1,888.49 - 4,161.98 493.55 117.25 11.02 365.28
Isgec SFW Boilers Private Ltd. 17-02- 2015 Year Ended March 31, 2024 Indian Rupees 200.00 663.24 1,224.23 360.99 - 1,269.79 291.36 73.22 (1.78) 219.92
2023-24 Isgec Hitachi Zosen Ltd. 21-03- 2012 Year Ended March 31, 2024 Indian Rupees 10,000.00 6,785.56 70,474.93 53,689.37 - 47,822.21 711.42
- - (197.83)
Free Look Software Private Ltd. 21-06- 2014 Year Ended March 31, 2024 Indian Rupees 2.47 862.32 865.14 0.35 56.57 56.17 2,046.60 14.14 42.03 1,533.01
Isgec Engi- neering & Projects Ltd. 22-03- 2007 Year Ended March 31, 2024 Indian Rupees 400.00 19.49 419.84 0.35 - 15.10 7.49 2.39 - 5.10
Saraswati Sugar Mills Ltd. 20-07- 2000 Year Ended March 31, 2024 Indian Rupees 709.99 39,038.81 81,542.46 41,793.66 - 82,582.00 8,416.16 522.54 6,259.21
Isgec Exports Ltd. 29-02- 1996 Year Ended March 31, 2024 Indian Rupees 10.00 136.98 147.27 0.30 - 9.46 9.13 2.30 1,634.41 - 6.84
Isgec Covema Ltd. 24-05- 1988 Year Ended March 31, 2024 Indian Rupees 200.00 532.07 1,178.01 445.93 - 32.75 (1.91) (3.13) (0.20) 1.42
Isgec Investment PTE Limited* 27-08-2019 Year Ended March 31, 2025 SGD 5.20 (11,475.78) 1,05,011.48 1,16,482.06 1,672.44 273.77 - 18.18
Eagle press & Equipment co. Limited 18-09- 2018 Year Ended March 31, 2025 CAD 2,501.55 11,904.23 14,577.71 45.66 10,480.74 451.99 (16,943.93) - (117.94) 569.93 (16,962.11)
Isgec Redecam Enviro Solutions Private Ltd. 01-02-2017 Year Ended March 31, 2025 Indian Rupees 200.00 400.69 (5,175.03) 4,930.18 4,329.49 - 5,731.12 516.24 130.20 - 386.04
Isgec Titan Metal Fabricators Private Ltd. 25-06-2015 Year Ended March 31, 2025 Indian Rupees 120.00 1,874.57 8,097.26 6,102.69 - 3,583.09 (239.98) - (11.35) (228.63)
Isgec SFW Boilers Private Ltd. 17-02- 2015 Year Ended March 31, 2025 Indian Rupees 200.00 1,156.03 325.90 - 1,231.31 70.24 (5.73) 177.56
2024-25 Isgec Hitachi Zosen Ltd. 21-03-2012 Year Ended March 31, 2025 Indian Rupees 10,000.00 9,033.49 630.13 1,03,553.65 84,520.16 - 61,491.05 3,584.85 242.07 1,091.71 (177.89) 2,671.03
Free Look Software Private Ltd. 21-06- 2014 Year Ended March 31, 2025 Indian Rupees 2.47 906.43 909.29 0.39 - 59.32 58.95 14.84 - 44.11
Isgec Engi- neering & Projects Ltd. 22-03- 2007 Year Ended March 31, 2025 Indian Rupees 400.00 25.33 425.93 0.60 - 16.04 8.41 2.56 - 5.85
Saraswati Sugar Mills Ltd. 20-07- 2000 Year Ended March 31, 2025 Indian Rupees 709.99 41,535.93 89,782.82 47,536.90 - 74,923.55 418.22 4,641.78
Isgec Exports Ltd. 29-02- 1996 Year Ended March 31, 2025 Indian Rupees 10.00 144.39 154.69 0.30 - 10.22 9.91 6,276.77 2.49 1,216.77 - 7.42
Isgec Covema Ltd. 24-05-1988 Year Ended March 31, 2025 Indian Rupees 200.00 232.29 879.32 447.03 - 19.99 (0.02) 0.04 (0.28) 0.22
Tax
Description Name of the 1 Subsidiary Companies The date 2 since when the subsidiary was acquired Reporting 3 Period Reporting 4 Currency Share Capital5 Reserves & 6 surplus Total Assets7 Total 8 Liabilities 9Investments 10Turnover * Profit/11 (Loss) before Taxation before OCI Provision for 12 Taxation a. Current Tax b. Deferred Profit/(Loss) 13 after Taxation
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Annual Report 2024-25

(₹ in lakhs) Description 2024-25 2023-24	Name of the Subsidiary Companies Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabri-cators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equipment co. Limited Isgec Investment PTE Limited Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabricators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equip- ment co. Limited Isgec Investment PTE Limited 14 Other Compre- hensive Income - - (14.70) - - (43.10) (10.67) (0.20) - 99.65 (207.14) - - (4.83) - - (13.56) 1.22 (0.93) - (19.76) (230.04) 15 Proposed Dividend 200.00 - 1,419.98 - - 670.00 120.00 - 100.00 - - 300.00 - 2,129.97 - - 380.00 200.00 - - - - 16 % of shareholding 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% Includes Other Income Includes interim dividend paid during the year Reporting currency is Canadian Dollar (CAD)and exchange rate as on the last day of relevant financial year is ₹ 59.67 . Reporting currency is Singapore Dollar (SGD) and exchange rate as on the last day of relevant financial year is ₹ 63.71 Notes : 1. Names of subsidiaries which have been liquidated or sold during the year :Nil Part " B" : Associates and Joint Ventures- Isgec Hitachi Zosen Ltd., Isgec SFW Boilers Private Ltd., Isgec Titan Metal Fabricators Private Ltd. and Isgec Redecam Enviro Solutions Private Ltd. are also Joint venture companies.**	Name of the Subsidiary Companies Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabri-cators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equipment co. Limited Isgec Investment PTE Limited Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabricators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equip- ment co. Limited Isgec Investment PTE Limited 14 Other Compre- hensive Income - - (14.70) - - (43.10) (10.67) (0.20) - 99.65 (207.14) - - (4.83) - - (13.56) 1.22 (0.93) - (19.76) (230.04) 15 Proposed Dividend 200.00 - 1,419.98 - - 670.00 120.00 - 100.00 - - 300.00 - 2,129.97 - - 380.00 200.00 - - - - 16 % of shareholding 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% Includes Other Income Includes interim dividend paid during the year Reporting currency is Canadian Dollar (CAD)and exchange rate as on the last day of relevant financial year is ₹ 59.67 . Reporting currency is Singapore Dollar (SGD) and exchange rate as on the last day of relevant financial year is ₹ 63.71 Notes : 1. Names of subsidiaries which have been liquidated or sold during the year :Nil Part " B" : Associates and Joint Ventures- Isgec Hitachi Zosen Ltd., Isgec SFW Boilers Private Ltd., Isgec Titan Metal Fabricators Private Ltd. and Isgec Redecam Enviro Solutions Private Ltd. are also Joint venture companies.**	Name of the Subsidiary Companies Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabri-cators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equipment co. Limited Isgec Investment PTE Limited Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabricators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equip- ment co. Limited Isgec Investment PTE Limited 14 Other Compre- hensive Income - - (14.70) - - (43.10) (10.67) (0.20) - 99.65 (207.14) - - (4.83) - - (13.56) 1.22 (0.93) - (19.76) (230.04) 15 Proposed Dividend 200.00 - 1,419.98 - - 670.00 120.00 - 100.00 - - 300.00 - 2,129.97 - - 380.00 200.00 - - - - 16 % of shareholding 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% Includes Other Income Includes interim dividend paid during the year Reporting currency is Canadian Dollar (CAD)and exchange rate as on the last day of relevant financial year is ₹ 59.67 . Reporting currency is Singapore Dollar (SGD) and exchange rate as on the last day of relevant financial year is ₹ 63.71 Notes : 1. Names of subsidiaries which have been liquidated or sold during the year :Nil Part " B" : Associates and Joint Ventures- Isgec Hitachi Zosen Ltd., Isgec SFW Boilers Private Ltd., Isgec Titan Metal Fabricators Private Ltd. and Isgec Redecam Enviro Solutions Private Ltd. are also Joint venture companies.**	Name of the Subsidiary Companies Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabri-cators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equipment co. Limited Isgec Investment PTE Limited Isgec Covema Ltd. Isgec Exports Ltd. Saraswati Sugar Mills Ltd. Isgec Engi- neering & Projects Ltd. Free Look Software Private Ltd. Isgec Hitachi Zosen Ltd. Isgec SFW Boilers Private Ltd. Isgec Titan Metal Fabricators Private Ltd. Isgec Redecam Enviro Solutions Private Ltd. Eagle press & Equip- ment co. Limited Isgec Investment PTE Limited 14 Other Compre- hensive Income - - (14.70) - - (43.10) (10.67) (0.20) - 99.65 (207.14) - - (4.83) - - (13.56) 1.22 (0.93) - (19.76) (230.04) 15 Proposed Dividend 200.00 - 1,419.98 - - 670.00 120.00 - 100.00 - - 300.00 - 2,129.97 - - 380.00 200.00 - - - - 16 % of shareholding 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% 100% 100% 100% 100% 100% 51% 51% 51% 51% 100% 100% Includes Other Income Includes interim dividend paid during the year Reporting currency is Canadian Dollar (CAD)and exchange rate as on the last day of relevant financial year is ₹ 59.67 . Reporting currency is Singapore Dollar (SGD) and exchange rate as on the last day of relevant financial year is ₹ 63.71 Notes : 1. Names of subsidiaries which have been liquidated or sold during the year :Nil Part " B" : Associates and Joint Ventures- Isgec Hitachi Zosen Ltd., Isgec SFW Boilers Private Ltd., Isgec Titan Metal Fabricators Private Ltd. and Isgec Redecam Enviro Solutions Private Ltd. are also Joint venture companies.**
2024-25 2023-24	Isgec Investment PTE Limited****	(230.04)	-	100%
	Eagle press & Equip- ment co. Limited***	(19.76)	-	100%
	Isgec Redecam Enviro Solutions Private Ltd.	-	-	51%
	Isgec Titan Metal Fabricators Private Ltd.	(0.93)	-	51%
	Isgec SFW Boilers Private Ltd.	1.22	200.00	51%
	Isgec Hitachi Zosen Ltd.	(13.56)	380.00	51%
	Free Look Software Private Ltd.	-	-	100%
	Isgec Engi- neering & Projects Ltd.	-	-	100%
	Saraswati Sugar Mills Ltd.	(4.83)	2,129.97	100%
	Isgec Exports Ltd.	-	-	100%
	Isgec Covema Ltd.	-	300.00	100%
	Isgec Investment PTE Limited****	(207.14)	-	100%
	Eagle press & Equipment co. Limited***	99.65	-	100%
	Isgec Redecam Enviro Solutions Private Ltd.	-	100.00	51%
	Isgec Titan Metal Fabri-cators Private Ltd.	(0.20)	-	51%
	Isgec SFW Boilers Private Ltd.	(10.67)	120.00	51%
	Isgec Hitachi Zosen Ltd.	(43.10)	670.00	51%
	Free Look Software Private Ltd.	-	-	100%
	Isgec Engi- neering & Projects Ltd.	-	-	100%
	Saraswati Sugar Mills Ltd.	(14.70)	1,419.98	100%
	Isgec Exports Ltd.	-	-	100%
	Isgec Covema Ltd.	-	200.00	100%
Description	Name of the Subsidiary Companies	14 Other Compre- hensive Income	15 Proposed Dividend **	16 % of shareholding

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Annexure-2

Management Discussion and Analysis

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Municipal Solid Waste fired Power Plant

Global Economy

In 2025, the global economy continues navigating a complex landscape shaped by geopolitical uncertainties, escalation of trade wars, policy uncertainty, rapid technological advancements, environmental imperatives, and evolving consumer behaviour.

According to the International Monetary Fund (IMF), the world economy is expected to grow at 2.4% in 2025 down from 3.3% during the last year. This is largely due to rising trade tensions, geopolitical conflicts, and supply chain disruptions.

Positive Drivers of the Global Economy

1. Driving Sustainable Growth:

Renewable energy, clean technologies, and circular economy are expected to attract investments and drive economic growth, although investments in various green fuel projects have been deferred by various energy majors.

2. Emerging Market Contributions:

The rise of the middle class, urbanisation and digitisation across emerging economies is significantly boosting global consumption and economic dynamism.

3. Derisking Supply Chains:

Global companies are increasingly mitigating the supply chain risks associated with sourcing from China. This is

driving the major international companies to consider sourcing from other parts of the world as an alternative.

Technological Advancement:

4.

Artificial Intelligence, automation, digitisation, as well as R&D in respective fields, among others, are contributing to faster innovation, enhanced operational efficiency, productivity improvement and cost reduction, which are expected to have an overall positive impact on global trade.

5. Bilateral Trade Agreements:

Driven by the trade wars, countries and regions are increasingly opting for mutual Trade Agreements, which are presently under negotiation. Once concluded, these are expected to partly mitigate the negative effects of tariff wars.

Challenges Facing the Global Economy

1. Geopolitical Instability:

Ongoing conflicts, heightened trade tensions, and rising protectionism are disrupting international trade and investment flows, contributing to supply chain disruptions and market uncertainty.

2. Environmental Challenges:

Climate change, resource scarcity, and environmental degradation are imposing significant economic costs and

Annual Report 2024-25

driving stricter regulations such as the Carbon Border Adjustment Mechanism (CBAM).

3. Inflationary Pressures & Supply Chain Vulnerabilities:

Persistent inflation and supply chain vulnerabilities in key sectors are eroding consumer purchasing power and hindering production.

4. Dumping of Goods:

Given the size of the Indian market and its appetite for consumption, the ongoing trade wars could lead some countries, such as China, to begin dumping their products in the global market at unrealistic prices, thereby adversely impacting the market.

5. Rising Defence Expenditure:

Ongoing conflicts and geopolitical instability are driving the major countries to substantially increase their defence expenditure. This has the potential to crowd out the investment from other sectors of the economy.

As of April 2025, the International Monetary Fund (IMF) revised India’s economic growth forecast downwards to 6.2% for the fiscal year 2025-26 from its earlier estimate of 6.5%. Driven by supportive policy measures and robust demand, the IMF predicts a marginal improvement in the growth to 6.3% during the next fiscal year, and further to about 6.5% in the longer term.

This downward revision for the fiscal year 2025-26 reflects the anticipated impact of geopolitical conflicts, global trade uncertainties, particularly the imposition of tariffs by the United States. However, India is expected to maintain its status as the fastest-growing major economy globally.

Key Growth Drivers:

a. Sustained structural reforms across taxation, labour and digital economy.
b. Favourable demographic dividend and rising consumption patterns.
c. Strategic Infrastructure investments, import substitution, and the "Make in India” initiative.

Conclusion

Considering the above factors, the global economic growth is likely to face headwinds. The International Monetary Fund (IMF) has downgraded its 2025 global growth forecast to below 3% from the previous 3.3%. This reflects the impact of escalating trade tensions. The rapid intensification of these trade and geopolitical conflicts, coupled with increased policy uncertainty, is projected to significantly constrain global economic activity.

Indian Economy

India vs. Global GDP - Projected Growth Outlook (2025-2035)

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India vs. Global GDP Growth Outlook (2025-2035)
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6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2025 2026 2027-2030 2031-2035
Year
India GDP Growth (%) Global GDP Growth Range (%)
Source : IMF
GDP Growth (%)
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India’s economic growth has demonstrated notable resilience despite heightened geopolitical tensions and moderation in global economic momentum. Macroeconomic stability has been strengthened by ongoing fiscal consolidation efforts and a well-managed current account deficit, supported by the robust performance of the services and agriculture sectors. Prudent economic policies, sustained structural reforms, a strong digital infrastructure foundation, and improving corporate balance sheets have collectively reinforced India’s economic strength, reaffirming its position as the fastest-growing major economy.

d. Policy initiatives in green hydrogen, renewables, and decarbonisation tech.
e. China +1 sourcing strategy of major international companies to derisk their supply chains.
f. Moderation in direct taxation leading to growth in consumption.

Inflation in India reached a five-year low of 3.34% in March 2025. The Reserve Bank of India (RBI) indicated the possibility of further interest rate reduction to stimulate economic activity.

We anticipate substantial investments and capacity expansions in the Industrial sectors of our interest over the next 5-6 years. Accordingly, we are expanding the production capacities for our various products.

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Shore Cranes- Material Handling Equipment

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Industry Structure & Development

The Heavy Engineering Industry forms the backbone of India's infrastructure development, playing a critical role in building infrastructure for all core sectors.

Strong growth is expected in almost all core sectors, fuelled by a combination of capex spend by the government, various government schemes such as ‘Make in India’, focus on import substitution, as well as, China +1 strategy of various global companies to derisk their supply chain.

Isgec supplies manufactured equipment, as well as turnkey solutions to all core sectors, thus mitigating the risk of periodic cyclicity in the investment in the individual sectors.

Opportunities and Threats

The heavy engineering industry in India is characterised by a dynamic interplay of opportunities and threats, which are shaping its growth trajectory and competitive landscape.

Opportunities

The Indian economy is experiencing robust growth across several key sectors, thus presenting opportunities for growth for Isgec. This section provides an overview of these sectors and highlights Isgec’s strategic positioning and contributions.

Thermal Power:

India’s strategic focus on energy security and rapid industrial growth is driving significant expansion in the thermal power sector. The Central Electricity Authority (CEA) proposes to add approximately 80 GW of thermal power capacity by 2032. This expansion is expected to attract substantial investments and stimulate demand in allied sectors like steel, cement, and capital goods.

projects, and increasing urbanisation. CRISIL estimates the production capacity in India to grow from 690 million tonnes to 1072 million tonnes in the next 5-6 years.

Isgec supplies material handling solutions, waste heat recovery boilers, emission control solutions, castings, and built-to-print equipment to the Cement industry.

Iron & Steel:

India's iron and steel sector is a cornerstone of its industrial development, with significant growth expected in the coming years. The Ministry of Steel projects the steel production capacity to grow to 300 million tonnes from the existing 200 million tonnes in the next 5-6 years, driven mainly by increased infrastructure spending, manufacturing growth, and rising domestic consumption.

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Proprietary Equipment for Nitric Acid Plant

Isgec supplies boilers, material handling solutions, emission control solutions, built–to–print equipment, steel castings, and pre-fabricated piping spools to thermal power plants.

Ports:

The expansion of India's port infrastructure is critical to support increasing trade volumes and enhance logistics efficiency. An additional capacity of about 800 million tonnes is expected to come up in the next 5-6 years.
Isgec provides a comprehensive range of material handling solutions that is vital for efficient port operations.

Coal & Minerals:

As per the Ministry of Coal, the total coal extracted during 2024 was close to 998 MT. The government has targeted to increase this to 1.3 BT in 2025 and further to 1.5 BT by 2030. Large investments in mining infrastructure are anticipated.
Isgec supplies complete range of material handling solutions, castings, as well as built-to-print equipment to the sector.

Cement:

The Indian cement industry is experiencing significant growth, driven by infrastructure development, housing

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M P Decomposer for a Fertiliser Plant

Isgec offers a wide range of products for the iron and steel sector. Our offerings include emission control solutions, high efficiency boilers, waste heat recovery boilers, material handling solutions, iron and steel castings, built-to-print equipment, and boiler fuel conversion applications using biomass firing.

Annual Report 2024-25

Fertiliser:

The sector is expected to grow from 56 million tonnes to 65 million tonnes in the next 5-6 years.
Isgec’s product portfolio includes critical process equipment for ammonia and urea plants, skids and modules, pre-fabricated piping spools, and heat recovery steam generators.

Sugar:

The Indian sugar industry plays a significant role in the agricultural economy, and its growth is closely linked to the demand for sugar and its by-products, including ethanol. The Indian Sugar Manufactures Association (ISMA) projects that Sugar production capacity will increase from 37 million tonnes to 43 million tonnes.
Isgec’s product portfolio includes complete sugar plants, co-generation boilers, slop-fired boilers, raw sugar to refined sugar plants, and ethanol distilleries. We also provide operation and maintenance services for sugar plants, demonstrating our long-term commitment to supporting the industry.

Refinery:

The projected rapid economic growth as well as the growing population, will propel the demand for fossil fuels. According to the Ministry of Petroleum, the oil refining capacity is expected to be increased from approximately 256 MMTPA at present to around 310 MMTPA by 2030. Consequently, 5 new refinery projects are likely to be implemented in the next few years.

Isgec has an impressive track record of supplying critical process equipment, oil and gas-fired boilers, waste heat recovery boilers, and pre-fabricated piping spools to the refineries.

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Robotic Tandem Mechanical Press

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Rotating Gantry for Proton Therapy Machine- Built-to-Print Equipment

Chemicals & Petrochemicals:

After a modest 2024 performance, growth is expected to pick up gradually from 2025. The sector is expected to grow to US$300 billion in 2025 and further to US$1 trillion by 2040.
Isgec provides turnkey solutions such as Sulfuric Acid plants, boilers, process equipment of exotic metallurgy, skids and modules, pre-fabricated piping spools to this sector.

Automotive:

India is the world’s fourth largest automobile manufacturer. India’s automotive sector has shown steady growth because of the rise in India’s middle class, revival in the rural economy, and supportive government policies.
Despite being the fourth largest automobile manufacturer, India’s share of the global automotive value chain is only 3%. NITI Aayog has targeted to increase it to 8% by 2030. Coupled with the expected rapid growth in the Electric Vehicles market, the sector is poised for substantial sectoral growth in the next few years.
Isgec is India’s largest press manufacturer with impressive references with OEMs, Tier 1 & Tier 2 manufacturers of automotive components in India and overseas. Our presses are equipped with automation and Industry 4.0 features.

Nuclear:

Nuclear energy has been recognised as a key contributor in efforts to decarbonise and achieve net zero carbon emissions. India has envisioned reaching 100 GWe of nuclear capacity by 2047. Twelve reactors of 700 MWe are already under construction, leading to a capacity of 22 GWe. Considering the Government’s vision of 100 GWe by 2047 there is a huge scope for many more nuclear reactors. In a significant departure from the policy, the Government has allowed private sector participation in setting up Bharat Small Reactors (BSRs). The business prospects from this sector are very promising at present and in the coming decade.

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Isgec’s Process Equipment Division, as well as built-toprint equipment group, are well-positioned to address the business potential for critical equipment for the nuclear reactors.

technological expertise, and focus on providing sustainable solutions position the company to effectively address the evolving needs of these sectors and contribute to India's growth story.

Threats

Hydro Power:

The hydro power capacity of India is expected to increase by almost 50% of the current capacity to 67 GW by 2031-32. In addition, for providing grid stability and round-the-clock power from solar and wind power plants, India has identified Pump Storage Projects (PSP) as one of the main sources of energy storage. Consequently, the PSP capacity of 55 GW is expected to be added by 2031-32.
Isgec provides Castings as well as built-to-print equipment to the sector.

The sectoral outlook highlights the significant growth potential across various industries in India. Isgec's diverse product portfolio,

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Casting for Steam Turbine Casing

Global Economic Uncertainty: Prolonged geopolitical tensions, trade conflicts, and global inflation pose potential risks to investment cycles.
Supply Chain Disruptions: Delays, uncertainty, and rising logistic costs in the global supply of critical components and metals could adversely affect project timelines and margins.
Technology Disruption & Competitive Pressure: Rapid technological advancements and the entry of global OEMs and start-ups may pose a threat of obsolescence of technology. The precise impact will be known in due course after such technologies have developed and been commercialised.

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Casting for Pump Casing

Annual Report 2024-25

Segment-wise Performance Overview

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Sugar Plants & Distilleries

Industrial Projects Segment

Our Industrial Projects Segment offers total solutions with cuttingedge technologies in Sugar Plants, Distilleries, Emission Control, Solid Bulk Material Handling, Process Plants, Railway Workshops, Metro Depots, Captive Power Plants, as well as Boilers with wide range of configurations including Travelling Grate, Bubbling Grate, Pin Hole Grate, Reciprocating Grate, Circulating Fluidised Bed (CFB) and Waste Heat Recovery for almost all core sector industries.

In our endeavor to exercise fiscal prudence and considering the risks associated with large projects, we have focused on undertaking orders for technology-intensive, mid-value projects with shorter execution periods. Despite re-strategising, our order book and profitability of the segment during the year were good.

We are focusing on value-added services like Operation and Maintenance, increasing efficiency in existing plants, and other consulting services.

In addition, we are positioning ourselves to offer technologyembedded total solutions for emerging sectors such as renewable and green energy.

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Combustion Fluidised Bed Boilers

In our effort to further improve upon the efficiency of our operations and consequently the profitability, we are making our processes IT-enabled and digitised as well as focusing on increasing productivity and reducing cycle times.

Considering the drivers mentioned in the foregoing, we expect good business prospects in the next year as well.

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Heat Recovery Steam Generator

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Bag Filters

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Hydroprocessing Reactors

Manufacturing Business Segment

Isgec has been one of the major contributors to India’s manufacturing prowess. We have six manufacturing facilities with a covered production area spanning over 200,000 square metres. The product portfolio, which serves almost all core sectors includes Hydraulic Presses, Mechanical Presses, Press Brakes, Process Plant Equipment, such as Reactors, Pressure Vessels, Shell And Tube Heat Exchangers And Distillation Columns, Boiler Pressure Parts, Skids and Modules, Iron and Steel Castings, and Built-to-Print equipment (Contract Manufacturing).

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Critical Shell & Tube Heat Exchangers

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Gap Frame Presses

Driven by ‘Make In India’, focus on import substitution, economic growth, and investment in various sectors, this segment realised an increase in revenues and order booking during the year.

In addition, our continuing efforts to improve shop floor productivity and reduction in cycle time led to a substantial improvement in profitability.

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Boiler Pressure Parts

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Liquefiable Gas Containers

Annual Report 2024-25

Considering the factors such as projected strong GDP growth, the government’s target to increase the manufacturing sector’s contribution to the GDP to 25% duly supported by enabling policies, we expect an increase in demand during the next few years.

Yamunanagar and Muzaffarnagar. Driven by the strong possibility of a robust demand during the subsequent years, we are planning further expansions in the shop capacities for all our products in the next financial year, and also focusing on manufacturing more value-added products.

During the current Financial Year, we invested approximately H65 Crores towards the expansion of our production capacities at

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Compressor Casing Castings

==> picture [240 x 146] intentionally omitted <==

Butterfly Valve for a Hydropower Plant

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Roll-on, Roll-off Jetty at Dahej

22-111

Statutory Reports

Reports on the performance and financial position of subsidiary and joint venture companies:

(A) SARASWATI SUGAR MILLS LIMITED

1.0 Financial Highlights

1.1 The Company recorded a profit before tax of H 63.04 crores before tax, compared to H 84.16 crores in the previous year, marking a decline of 25%. Total income stood at H 749.24 crores, down by about 9% from H 825.82 crores in the preceding year.
1.2 The revenue declined primarily due to lower domestic sugar sale quota released by the Central Government, which in turn was due to lower sugar production during the year.
1.3 The reduction in profit is primarily attributable to lower revenue and lower sugar recovery from sugarcane, a trend seen in most of northern India.

1.2 Sugarcane Crushing:

1.2.1 Our factory experienced lower sugarcane availability like other factories in Northern India including sugar factories in Haryana, Punjab, and Western Uttar Pradesh.
1.2.2 We are taking proactive steps on cane development to increase the availability of sugarcane.

2.0 Change in Government Policies and its impact on your factory:

2.1 At the start of the season 2024-2025 (OctoberSeptember), both the Central Government, as well as the Industry Associations, estimated good sugar production for the season.
2.2 In view of expected good sugar production in 20242025 season, the Government, based on requests from Sugar Industry, changed the following Policies:
Sugar exports of 10 lakh MT have been for season 2024-25 allowed by the Central Government. Individual Mills were allocated an export quota of 3.174% of their average sugar production of the last three years.
Sugar factories were given the option to export sugar themselves, or else the factory would exchange their export quota with the domestic quota of any other sugar factory.
Our sugar mill was allocated an export sale quota of 48,880 quintals of sugar and after evaluating the economics of export of sugar, we exchanged this export quota with domestic quota of other sugar mills and received a total consideration of H 2.75 crores for the exchange from these sugar mills. Additionally, in lieu of this exchanged export quota, the Government has allocated an additional domestic sugar sale quota of 9,776 quintals per month from April 2025 to August 2025.
In view of adequate availability of sugar in the country, the Central Government permitted manufacture of ethanol from B-Heavy Molasses and sugarcane syrup/juice. This was restricted in the previous season.
We in the early part of the season diverted some part of sugar cane juice to making Ethanol, without extracting any sugar form.

3.0 All India Sugar Scenario:

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----- Start of picture text -----

Indian Sugar Balance Sheet (Lakh Tonnes)
Sugar Season (October to September)
Particulars 2024-25
2022-23 2023-24
(Projected)
Opening Stock of sugar 70 56 80
Sugar Production * 328 320 264
Diversion for Ethanol 38 21 35
Sugar Consumption 278 290 280
Sugar Export 64 0.5 10
Closing Stock of Sugar 56 85 54
Closing Stock as % of Sugar Consumption 20% 29% 19%
----- End of picture text -----

Source - Indian Sugar Mills Association (ISMA) and Market Sources.

**ISMA has reconciled the figures with the Government & revised the opening stock.

Annual Report 2024-25

4.0 Domestic Sugar Market:

Sugar prices during the year were higher. For the year 2024-25, we had an average sugar price which was H 188 per quintal higher than the sugar price realized during the previous year.

5.0 Our Factory:

State Advised Sugarcane Price:

5.1 The Haryana Government increased the State Advised Price of sugarcane by H 14/- per quintal to H 400/- per quintal for season 2024-25. Our sugarcane price continued to be the second highest in India, next only to Punjab, which was nominally higher.
5.2 As in previous years, the Haryana Government continued the subsidy scheme for sugar mills to compensate for the difference between the SAP and FRP, based on recovery levels and subject to monthly sugar price fluctuations. The amount of subsidy to be received by us is yet to be notified by the Government.
5.3 The cane prices in Punjab were marginally higher. Comparative sugarcane prices for Haryana, Punjab, and Uttar Pradesh are detailed below:

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----- Start of picture text -----

Haryana Uttar Pradesh Punjab
Season Season Season Season Season Season
Variety 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24
( J per ( J per ( J per ( J per ( J per ( J per
Quintal) Quintal) Quintal) Quintal) Quintal) Quintal)
Early 400 370 370 370 401 391
Medium 393 379 360/355 360/355 391 381
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5.4 Refined Sugar:
The Company had transitioned to production of refined sugar from previous season 2023-24. The Company received the “Excellence Award” for producing the Best Quality Refined Sugar and for its dedication to the growth of the Indian sugar industry at the 34[th] Session of ICUMSA-2025 held in March 2025.
Our sugar has also been well accepted and approved by many Indian and MNC Industrial Consumers in Northern India and is being used by them for manufacture of breakfast cereals, bakery products, Ice Cream, etc., and is finding good demand from our regular markets in Haryana, Punjab and Chandigarh.
5.5 Factory Operation:
- 5.5.1 Cane crushing volumes have been declining for the past two seasons due to reduced cane cultivation, largely because of an increase in poplar plantations and shift towards more remunerative crops like paddy and wheat. The area under sugarcane cultivation in Haryana dropped by over 15%, from 3.6 lakh acres in 2023–24 to around 3.04 lakh acres in 2024–25.
- 5.5.2 The sugar cane area for our factory reduced by 10% but a slight increase in cane yield and a slightly higher percent drawl of cane from farmers, resulted in only 4% reduction in total cane crush during season 2024-25.
5.5.3 Recovery was lower this year due to reduction in cane availability. We could not crush in the peak recovery period.
5.5.4 The working of the Plant and Machinery was good.

5.5.5 The table below shows the comparison of working results for the season 2024-25 and season 2023-24:

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----- Start of picture text -----

Sugar Season (October to September)
Particulars
2024-25 2023-24
Saraswati Sugar Mills (SSM)
Date of Start of crushing operations 12-11-2024 31-10-2023
Date of Close of crushing operations 07-04-2025 04-04-2024
Cane Crush (Lakh Tonnes) 14.04 14.66
Recovery (%) 9.26% 9.90%
Sugar Production (Lakh Tonnes) 1.30 1.45
----- End of picture text -----*

*Recovery was lower due to diversion of some quantity of syrup (without extraction of sugar) for 29 days for ethanol production. Had we not diverted syrup and produced B-Heavy Molasses only like last season, then recovery would have been 9.63%.

22-111

Statutory Reports

6.0 Outlook for coming Sugar Season 2025-26

6.1 The cane planting is in progress, and we are working with farmers for increasing the area under sugarcane despite higher remuneration from alternate crops like Poplar, Maize and other grain crops, by giving incentives to increase the area under cane. We are also intensively working with farmers to increase the cane yield.

7.0 Liquid Sugar:

7.1 During the year, we installed a line to produce liquid sugar, with a capacity of 40 MT per day of liquid sugar during the crushing season.
7.2 Trial runs have been conducted, and commercial production will start from the beginning of the next season.
7.3 We plan to produce and sell liquid sugar in bulk packing (50 kg and 300 kg) for the industrial consumers and in 1 kg packing for the retail market.

8.0 Ethanol Distillery:

8.1 The Government had earlier set an ambitious target to achieve 20% ethanol blending in petrol by the Ethanol Supply Year 2025 (November to October). This target of 20% is close to being achieved with a combination of sugar-based feedstock and grain-based feedstock.
8.2 The Government is now considering increasing the target for blending of ethanol to 30% by 2030.
8.3 The outlook for ethanol business by sugar companies continues to be bright.

Our Factory:

8.4 During the FY 2024-25 our factory produced 33508 KL ethanol including from Sugar Syrup, B-Heavy Molasses and C-Heavy Molasses as feedstock.
8.5 During the previous year FY 2023-24, the factory had produced 36203 KL ethanol from B-Heavy Molasses.
8.6 The production of ethanol during the current financial year was lower due to lower sugarcane crushing and consequently lower availability of molasses.
8.7 As our Ethanol Plant has a capacity to process more molasses than our sugar factory could produce and considering the positive economics of producing ethanol from purchased C-Heavy Molasses, we have procured some C-Heavy Molasses from other sugar factories and expect to produce and sell all this additional ethanol also within the Ethanol Supply Year 2024-25 (November 2024 - October 2025).

(B) Isgec HITACHI ZOSEN LIMITED (Subsidiary & Joint Venture Company)

The total revenue for the year was H 613.93 crores as against H 477.39 crores in the preceding year. We commenced the

year with a good order backlog. Except for the first quarter, the capacities were fully utilized in the rest of the year.

The Profit before tax is H 36 crores as against H 20.46 crores in the previous year. While the profits were better than in the financial year 2023-2024, they could have been even higher, if some of the clients had not deferred the dispatch of the equipment (due to delay in site readiness) that were ready for dispatch.
The order backlog at the start of the financial year 2025-26 is H 852 crores, which is a bit lower than the order backlog at the start of the financial year 2024-25 which was H 1,048 crores. While we are well loaded for the first half of the year, we need to book substantial orders in the first quarter to achieve the planned growth.
The domestic market for the year was weak and several projects were deferred which are likely to start off by middle of FY 2025-26. However, we performed well in exports which contributed 68% of the order booking during the year. Further, we continued to receive orders from the regular clients for the sophisticated equipment.
Manpower availability has been a constraint in our expansion plans. We are putting in special efforts in this area to ensure that we achieve the planned growth.
We expect the coming financial year 2025-26 to be good in terms of order booking, billing and profits.

(C) Isgec TITAN METAL FABRICATORS PVT LTD (Subsidiary & Joint Venture Company)

Despite having adequate orders, the company experienced a significant decrease in revenues and Profits due to delay in jobs during execution due to complexity of the jobs. These jobs will be billed in the first quarter of current financial year.
Total revenue of the Company, during the financial year under review, was H35.82 crores, as against H41.5 crores in the preceding financial year 2023-24. The loss for the financial year under review was H2.28 crores, as against the Profit of H3.65 crores during the preceding financial year 2023-24.
Fresh order booking during the financial year under review was H 82 crores; opening order book for the current year is H 131.6 crores.
The current year is expected to be good on all financial parameters including increased revenue, profit as well as fresh order booking.

(D) Isgec SFW BOILERS PVT LTD (Subsidiary & Joint Venture Company)

This Company undertakes Design and Engineering works, mainly for the JV Partner Sumitomo SHI FW (SFW).
The total revenue of the Company, during the financial year 2024-25, was H 12.31 crores as against H12.70 crores in the preceding financial year. Profit was H 2.42 crores as compared to H 2.90 crores during the preceding financial year.

Annual Report 2024-25

Capacity utilization in financial year 2024-25 was approximately 80%, which is largely in line with the utilization levels of the previous financial year.
The Company took various measures to retain talent, resulting in a reduction in attrition during the financial year 2024-25 as compared to the preceding financial year.
The active project workload from the SFW, declined, particularly during second half of the financial year 2024-25.
By the end of year 2024-25, the Company received strong indication from SFW regarding potential new order inflows, which are likely to improve capacity utilization in the next financial year 2025-26.

for the year is H 4.62 crores compared to loss before tax of H 13.18 crores in the previous year.

Order booking prospects for the current year look good, and we are expecting to book enough orders to keep our Shops occupied at full capacity.
The United States of America is one of our main markets. As of now our products are not impacted by the US Tariffs on Canada.

(G) Other Wholly Owned Subsidiary Companies:

i. Free Look Software Private Limited and Isgec Exports Limited:

There was no commercial activity during the year.

(E) Isgec REDECAM ENVIRO SOLUTIONS PVT LTD (Subsidiary and Joint Venture Company)

The revenue from operations, during the Financial Year under review, was H 56.69 crores, as against H47.75 crores in the preceding year 2023-24. Profit before tax for the financial year under review was H3.86 crores, as against H1.67 crores during the preceding financial year 2023-24.
The Company able to extend its good run in steel sector by bagging prestigious order from a large steel plant for their Cast House application having volume of 2.8 million m3/hr capacity. This is largest Capacity Bag house for one company. The success in steel sector on large turnkey projects is testament on the capability of JV team in meeting the expectations of end client. The success in steel sector is helping us having decent order booking and the Company is banking on this sector for the financial year 2025-26.
The Company is anticipating good enquiries in Carbon Black sector, however, the same is getting delayed due to policy decisions. The management of the Company is hopeful that this market shall come up in next one or two years which shall result in increased enquiry for Semi-dry Flue Gas Desulfurization and standalone Bag Filter systems.
The Company is yet to taste major success in cement sector. However, with one process bag filter system commissioned (out of two) at a large cement plant, the management of the Company expect more success in next financial year. The Company has some live enquiries and since the sector is likely to grow further, we expect more enquiries and orders from Cement plants.
The Company expects to grow and continue to get business from Steel and Cement sectors in upcoming years.

(F) EAGLE PRESS & EQUIPMENT CO. LIMITED CANADA (Subsidiary and Joint Venture Company)

It was relatively a good year for Eagle Press & Equipment Co. Limited. Orders were booked from many customers in the Automative Industries both from within Canada as well for exports to USA and Mexico.
The total income for the year was H 104.99 crores compared to H 77.01 crores in the previous year. The profit before tax

ii. Isgec Engineering & Projects Limited:

There was no commercial activity during the year except letting out of property at Kasauli.

iii. Isgec Covema Limited:

(1) There were no fresh orders during the year.
(2) The total revenue during the year was H 19.99 lakhs compared to H32.75 lakhs in the previous year. The revenue for the year was by way of interest on the surplus money parked in Fixed Deposits.
(3) Loss for the year was ₹ 0.02 lakhs compared to H1.90 lakhs in the previous year.

A) Conservation of Energy :

The steps taken or impact on Conservation of Energy:

(a) Steps to save energy:

(1) The important focus of the Company is to reduce energy consumption, minimize environmental impact, and lower operating costs, while maintaining production efficiency.
(2) We are continuing to replace inefficient & high power consuming equipments, with energy efficient units, such as by replacing lower rating air conditioners with five star/inverter type air conditioners.
(3) Installation of Energy-Efficient LED Lighting throughout production and office areas and motion sensorsbased lights being provided in the common area to save power consumption in the factories.
(4) Continue using 3-R techniques (Reduce, Reuse & Recycle) for waste management which also helps to conserve energy. We have repaired and reused many LED lights.
(5) We have adopted various energy conservation measures. Approximately, 3.37 Lakh units of electricity saved in the last year which saving will be sustained and deliver good results in future also.

22-111

Statutory Reports

(b) Steps taken by Company for utilizing alternate sources of energy:

(1) 1300 KWp Rooftop Solar Power Plant(s) installed in Yamuna Nagar and Rattangarh Units during the year, in addition to existing 1750 KW which will improve our green energy share. Total green energy 23,39,094 units generated worth H 1.75 Crore from solar power in Financial Year 2024-25. The solar power provides clean energy and results in reducing our carbon footprint also.
(2) We have established a link for receiving power from our subsidiary and neighbouring Ethanol based power plant i.e Saraswati Sugar Mills Ltd. (A Renewable Energy Generation Project), thereby earning carbon credits in the long run. Approximately 14,85,789 Units used from Ethanol Plant in Financial Year 2024-25.
(3) During this year we also signed an agreement with M/s Fourth Partner Solar Power Pvt. Ltd., for supply of Solar Power for our steel castings work at Muzaffarnagar, as part of a Group Captive Power Arrangement. The agreement is for 5MW connection, and they will supply us 72 Lakhs units of electricity per year. This is approximately 50% of the total consumption of Isgec Steel Casting plant at Muzaffarnagar.

4) Use of Re-gasified Compressed Natural Gases (RLNG)

While our Yamunanagar plants were already using RLNG as fuel in the furnaces, Rattangarh plant has also switched all furnaces from Diesel to RLNG during the year. We have also received a connection for LNG at Muzaffarnagar and all the furnaces will also switch to LNG this year.

B) Technology Absorption:

The efforts made towards technology absorption:

(a) The Company has following Technology Agreement:-
iv. With Siemens Heat Transfer Technology b.v Netherlands
For design, fabrication and installation of Drum type Heat Recovery Steam Generators.

2. Air Pollution Control Equipment:

i. With Fuel Tech Inc., USA, for Selective Non-Catalytic Reduction (SNCR) systems for reduction of Nitrogen Oxides for various applications including Power, Cement and other industries.
ii. With Babcock Power Environmental Inc., USA, for Wet Flue Gas De-sulphurisation systems for reduction of SO2 produced by steam generators having gas flow equivalent to 100 Mwe.
iii. With Sumitomo SHI FW Energia Oy, Finland, for Circulating Fluidized Bed Scrubbers for Power Plants and Industrial Purposes for reduction of SO2.
iv. With United Conveyor Corporation, USA, for Dry Sorbent Injection (DSI) Technology for removal of SOx generated from thermal power plants.
v. With BHI FW Corporation, USA, for Combustion Modifications (TLN Retrofit) for reduction of NOx generated from Tangentially fired Pulverised Coal (PC) Boilers.

3. Presses:

i. With AP&T, Sweden, for Hot Stamping Presses

4. Process Equipment:

i. With TEi, USA, for Screw Plug Heat Exchangers and Process Waste Heat Boilers.
ii. With CB&I Technology Inc. (formerly CB&I Lummus) for design and manufacture of Helix Heat Exchangers.
iii. With Amec Foster Wheeler Energia S.L.U, Spain (Woods plc.), for Feed Water Heaters and Surface Condensers.

1. Boiler:

i. With Sumitomo SHI FW Energia Oy, Finland:
For Circulating Fluidized Bed Combustion (CFBC) Boilers up to 150 Mwe (since renewed in April 2022 and Capacity enhanced from 99.9 Mwe to 150 Mwe).
For Reheat design for CFBC Boilers up to 100 MW.

5. Ash Handling Packages :

Strategic Collaboration and Licensing Agreement with United Conveyor Corporation, USA for Ash.

In case of imported technology (imported during the last three years beginning of the financial year):

The Company did not import or buy any technology as such during the previous three financial years.

ii. With BHI FW Korea
For Pulverized Coal Fired Sub-Critical Boilers and Super-Critical Boilers (60 Mwe to 1000 Mwe).
iii. With Amec Foster Wheeler Energia S.L.U Spain
For Oil & Gas Shop Assembled Water Tube Packaged Boilers up to 260 Tonnes per hour.

a) Details of technologyimported	Nil
b) Year of import	Nil
c) Whether technology has been fully absorbed	Nil
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof.	Nil

Annual Report 2024-25

Annexure-3

Particulars of Loans, Guarantees and Investment under Section 186 of Companies Act 2013, as at 31-03-2025

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----- Start of picture text -----

H in lakhs
Nature of the transaction (Loans given/
Sr. Purpose for which the loan/guarantee/ As at As at
Guarantee given/Security Provided/
No. security is utilised by the recipient March 31, 2025 March 31, 2024
Investments made)
1 Guarantees Given to Banks for Subsidiary
and Joint Venture Companies:
Isgec Hitachi Zosen Limited Corporate Guarantees to Secure Working 54,705.00 54,705.00
Capital Bank facility
Isgec Titan Metal Fabricators Pvt. Ltd, Corporate Guarantees to Secure Working 9,200.00 7,950.00
Capital Bank facility
Isgec Redecam Enviro Solutions Pvt. Ltd. Corporate Guarantees to Secure Working 2,000.00 2,000.00
Capital Bank facility
Total 65,905.00 64,655.00
Note: Refer note 44 for details of outstanding amount against the guarantees.
H in lakhs
Nature of the transaction (Loans given/
Sr. Purpose for which the loan/guarantee/ As at As at
Guarantee given/Security Provided/
No. security is utilised by the recipient March 31, 2025 March 31, 2024
Investments made)
2 Guarantees Given to Banks for Subsidiary
Companies outside India:
Eagle Press & Equipment Co. Ltd, Canada SBLC provided by HSBC India out of our 2,386.70 4,932.03
Non Fund Based limits to HSBC Canada
to secure Term Loan and Working Capital
Credit Facilities to Eagle Press & Equipment
Co. Ltd., Canada
Cavite Biofuels Producers Inc. Philippines SBLC provided by Standard Chartered Bank - 19,183.15
India out of our Non Fund Based limits to
Standard Chartered Bank Philippines to
secure Term Loan Facility to Cavite Biofuels
Producers Inc. Philippines
Cavite Biofuels Producers Inc. Philippines Corporate Guarantee given to HSBC to - 9,174.55
secure working Capital facility
Total 2,386.70 33,289.73
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Note: Refer note 44 for details of outstanding amount against the guarantees.

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22-111

Statutory Reports

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----- Start of picture text -----

Face Value J No. of Shares/ As at As at
4 Investment
per Share / Unit Units March 31, 2025 March 31, 2024
I) Equity Shares of Subsidiary Companies (At cost) :
Isgec Covema Limited 10 20,00,000 200.00 200.00
Isgec Exports Limited 10 1,00,000 10.00 10.00
Isgec Engineering & Projects Limited 10 40,00,000 400.00 400.00
Saraswati Sugar Mills Limited 10 70,99,900 7,009.99 7,009.99
Freelook Software Private Limited 10 24,650 1,306.45 1,306.45
Eagle Press & Equipment Co. Ltd. CAD 1 45,00,000 2,643.05 2,643.05
Isgec Investments PTE Ltd. SGD 1 10,000 5.20 5.20
Isgec Hitachi Zosen Limited 10 5,10,00,000 5,100.00 5,100.00
Isgec SFW Boilers Pvt. Limited 10 10,20,000 102.00 102.00
Isgec Titan Matel Fabricators Pvt. Limited 10 6,12,000 306.00 51.00
Isgec Redecam Enviro Solutions Pvt. Limited 10 10,20,000 102.00 102.00
II) Equity Shares in other Companies (At fair value) :
Fourth Partner Solar Power Private Limited 10 3,18,725 160.00 -
Total : 17,344.69 16,929.69
Grand Total : 1,39,668.24 1,16,872.77
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Note - In line with Circular No. 04/2015 issued by Ministry of Corporate Affairs dated 10[th] March, 2015, loans given to the employees as per Company's policy are not considered for the purpose of disclosure under Section 186(4) of the Companies Act, 2013.

Annual Report 2024-25

Annexure-4

Report on Corporate Governance

The report containing the details of Corporate Governance as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is as under:

1. A brief statement on Company’s philosophy on code of governance

The Company’s philosophy on Code of Governance is to comply with the requirement of disclosures and principles of Corporate Governance, as mentioned in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and amendments thereof. The Company believes in both letter and spirit that sound Corporate Governance is critical for enhancing and retaining investor trust. The Company has always worked

towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good Corporate Governance.

The Company also fulfils its obligations of compliance with regard to Board of Directors including Independent Directors, Committees and appointment of Compliance Officer, filing information on electronic platform and with Stock Exchanges and publishing in newspapers.

2. Board of Directors and details thereof

2.1. The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, strategic direction, and overall performance of the Company. The Board is vested with the necessary powers, authorities, and duties.

2.2. Composition of the Board of Directors as on March 31, 2025, is as follows:

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Name of the Directors Designation Category
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Mr. Ranjit Puri	Chairman	Promoter,Non-Executive Director
Mr. Aditya Puri	ManagingDirector	Promoter,Executive Director
Mr. Kishore Chatnani	Whole-time Director and Chief Financial Officer	Non- Promoter, Executive Director
Mr. SanjayGulati	Whole-time Director and Head– ManufacturingUnits
Mr. Vishal Kirti Keshav Marwaha	Independent Director	Non- Promoter, Non- Executive Director
Mr. Sidharth Prasad
Mr. Arvind Sagar
Mrs. Rashi Sikka

2.3. Relationship between Directors

None of the Directors are related to each other, except Mr. Ranjit Puri and Mr. Aditya Puri, who are related as Father and Son (Mr. Ranjit Puri is father) and are the promoters of the Company.
2.4. The Promoters of the Company have not pledged or created any type of encumbrances on the equity shares held by them in the Company. Further, none of the Directors have pledged any equity shares held in the Company.
2.5. The details of the directorship(s) held by the Directors in other listed companies, along with the category of such directorships as at March 31, 2025, are as follows:

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----- Start of picture text -----

S.No Name of Directors Name of Listed Entities Category
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S.No	Name of Directors	Name of Listed Entities	Category
1	Mr. Ranjit Puri*	The Yamuna Syndicate Limited	Non- Executive, Non Independent Director
2	Mr. Aditya Puri	The Yamuna Syndicate Limited
3	Mr. Kishore Chatnani	The Yamuna Syndicate Limited
4	Mr. SanjayGulati	-	-
5	Mr. Vishal Kirti Keshav Marwaha	-	-
6	Mr. Sidharth Prasad	-	-
7	Mr. Arvind Sagar	-	-
8	Mrs. Rashi Sikka	-	-

Mr. Ranjit Puri resigned from Jullundur Motor Agency (Delhi) Limited w.e.f. March 27, 2025.

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Statutory Reports

2.6. Independent Directors of the Company do not hold directorship in any other listed company. Further, none of the Directors had any relationships inter-se, except as stated above in Clause 2.3.
2.7. All Non-Executive Independent Directors have submitted their annual declarations confirming that they meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.8. The Company has issued formal appointment letters to all Independent Directors in accordance with the Companies Act, 2013. These appointment letters are available on the

website of the Company and can be accessed at https:// www.isgec.com/independent-directors-investor.php.

2.9. Based on the confirmations/ declarations received from the Independent Directors, the Board is of the opinion that all Independent Directors fulfill the criteria or conditions specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the management.

2.10. Appointment / Resignation of Independent Director(s)

2.11. During the year under review, there were no appointments or resignations of Independent Director on the Board of the Company.
2.12. The attendance of each Director at the Board Meetings and at the last Annual General Meeting, along with the number other directorships or committees positions held, including chairpersonship, in other companies as on March 31, 2025, is as follows:

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No. of Board Whether
No. of
Meetings attended the
Board Public Private Committee Committee
Name of the Director held during last Annual
Meetings Ltd Ltd Membership Chairmanship
the financial General
attended
Year Meeting
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Name of the Director	No. of Board Meetings held during the financial Year	No. of Board Meetings attended	Whether attended the last Annual General Meeting	Public Ltd	Private Ltd	Committee Membership	Committee Chairmanship
	Non-Independent Non-Executive Director
Mr. Ranjit Puri,Chairman	5	5 Yes		3	0	1	1
		Executive Directors
Mr. Aditya Puri,ManagingDirector	5	5	Yes	9	0	2	0
Mr. Kishore Chatnani, Whole Time Director & Chief Financial Officer	5	5	Yes	5	0	0	0
Mr. Sanjay Gulati, Whole Time Director & Head-ManufacturingUnits	5	4	Yes	1	0	0	0
	Independent Non-Executive Directors
Mr. Vishal Kirti Keshav Marwaha	5	4	Yes	0	0	0	0
Mr. Sidharth Prasad	5	4	Yes	2	5	0	0
Mr. Arvind Sagar	5	5	Yes	0	0	0	0
Mrs. Rashi Sikka	5	5	Yes	0	2	0	0

2.13. The details of equity shares held by Non-Executive Directors in the paid-up capital of the Company as on March 31, 2025, are as follows:

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Number of Shares
S.No. Name of Directors % of Shares held
held
----- End of picture text -----

1	Mr. Ranjit Puri	65,92,010	8.97
2	Mr. Vishal Kirti Keshav Marwaha	Nil	Not Applicable
3	Mr. Sidharth Prasad	Nil	Not Applicable
4	Mr. Arvind Sagar	Nil	Not Applicable
5	Mrs. Rashi Sikka	Nil	Not Applicable

2.14. During the financial year 2024-25, Five (05) Board Meetings were convened on May 29, 2024, August 13, 2024, November 13, 2024, December 06, 2024, and February 10, 2025, at regular intervals, with the gap between any two meetings not exceeding the prescribed limit of 120 days.
2.15. The details of familiarization programmes conducted for Independent Directors are available on the website of the Company and can be accessed at https://www.isgec.com/familiarization-programme-independent-directors.php.
2.16. The Board comprises the members who possess required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees. The Matrix setting out the Skills, Expertise and Competencies available with the Board in context of business of the Company is as under:

Annual Report 2024-25

Name of the Directors	Industry Knowledge & Experience	Leader- ship	Business Strategy, Governance & Decision making	Tech- nology	Financial Management	Human Resource Management	Regulatory	Marketing & Exports
Mr. Ranjit Puri
Mr. Aditya Puri

Mr. Kishore Chatnani

Mr. SanjayGulati

Mr. Vishal Kirti Keshav
Marwaha
Mr. Sidharth Prasad

Mr. Arvind Sagar

Mrs. Rashi Sikka

3. Audit Committee

3.1. The Company has a duly constituted Audit Committee in compliance with the provisions of Section 177, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises qualified and independent Members, including individuals with expertise in finance and accounting.
3.2. The composition of the Audit Committee and the attendance of its Members at the meetings convened during the financial year 2024-25 are as follows:

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Audit Committee meetings dates and attendance
Name of the Members Designation May 29, August 13, November December February
2024 2024 13, 2024 06, 2024 10, 2025
Mr. Vishal Kirti Keshav Marwaha Chairman -
Mr. Sidharth Prasad Member - -
Mr. Arvind Sagar Member
Mr. Aditya Puri Member
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Mr. Sachin Saluja, Company Secretary & Compliance Officer of the Company, acts as Secretary to the Audit Committee.

3.3. Video / Tele-conferencing facilities are made available to Members of the Audit Committee to enable their participation in the meetings, whenever required.
3.4. The Statutory Auditors of the Company are invited to attend the meetings of the Audit Committee to discuss the quarterly, half-yearly, and yearly financial results / accounts, the annually audit plan, matters relating to the compliance with accounting standards, matters arising out of annual audit, and other related matters.

3.5. Brief description of terms of reference

The terms of reference and composition of the Audit Committee satisfy the requirements of Section 177 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 18 and 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee are as under:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
Reviewing, with the management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
Changes, if any, in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by management;
Significant adjustments made in the financial statements arising out of audit findings;
Compliance with listing and other legal requirements relating to financial statements;
Disclosure of any related party transactions;
Qualifications in the draft audit report.

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Statutory Reports

Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of inter-corporate loans given and investments;
Valuation of undertakings or assets of the Company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up thereon;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the vigil mechanism;
Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc., of the candidate;
Carrying out any other function as is assigned by the Board from time to time;
Examination of the financial statements and the auditors’ report thereon;
Monitoring the end use of funds raised through public offers and related matters;
To review the utilization of loan/advances/ investment by holding company in subsidiary company exceeding H100 crore or 10% of the asset size of the subsidiary company, whichever is lower;
Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

In addition to terms of reference as detailed above, the Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews the following information:

i. Management discussion and analysis of financial condition and results of operations;
ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv. Internal audit reports relating to internal control weaknesses;
v. The appointment, removal and terms of remuneration of the chief internal auditor, and
vi. Statement of deviations:
Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1) (whenever applicable).
Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) (whenever applicable).

Annual Report 2024-25

4. Nomination and Remuneration Committee

4.1. The Company has constituted a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4.2. The composition of Nomination and Remuneration Committee and the attendance of its Members at the meeting held during the financial year 2024-25 are as follows:

Name of the Directors	Designation	Nomination and Remuneration Committee meeting date and attendance
		May 28, 2024
Mr. Sidharth Prasad	Chairman
Mr. Arvind Sagar	Member
Mr. Vishal Kirti Keshav Marwaha	Member

Mr. Sachin Saluja, Company Secretary & Compliance Officer of the Company, acts as Secretary to Nomination and Remuneration Committee.

4.3. All the members of Nomination and Remuneration Committee are Non-Executive and Independent Directors.

4.4. Brief description of terms of reference

The terms of reference and composition of the Nomination and Remuneration Committee satisfy the requirements 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. Terms of reference are as under:

i. The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;
ii. Recommending to the Board, all remuneration, in whatever form, payable to the Senior Management;
iii. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the key managerial personnel and other employees. While formulating the policy, the Committee will ensure that:-
a. 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;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. 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.

4.5. Performance evaluation criteria for the Board, its Committees, the Directors including Independent Directors and Chairman of the Board

4.5.1. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The Evaluation process formulated by the Nomination and Remuneration Committee provides criteria for evaluation of Independent Directors in accordance with the Guidance Note issued by the Securities and Exchange Board of India vide Circular dated January 05, 2017.
4.5.2. In addition, the performance of individual directors (including Executive and other Non-Executive Directors other than Independent Directors) was evaluated on the parameters such as preparation, participation, flow of information, conduct, independent judgement and effectiveness.
4.5.3. As a process, an annual performance evaluation of the Board, its Committees, the Directors and the Chairman of the Board, was undertaken in accordance with the Guidance Note issued by the Institute of Company Secretaries of India (ICSI).

5. Stakeholders Relationship and Grievance Committee

5.1. The Company has constituted a Stakeholders Relationship and Grievance Committee in compliance with the provisions of Section 178 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committee oversees, inter-alia, redressal of shareholder and investor grievances, transmission/ transposition of shares, non-receipt of annual report or declared dividend, issue of letter of confirmation in lieu of duplicate shares, exchange of new design share certificates, reviewing dematerialisation of shares, and related matters.

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Statutory Reports

5.2. The roles and responsibilities of the Stakeholders Relationship Committee are in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.
5.3. The composition of Stakeholders Relationship and Grievance Committee as on March 31, 2025, is as follows:

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Name of the Directors Designation
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Mr. Ranjit Puri,Chairman and Non-Executive Director	Chairman
Mr. Sidharth Prasad,Independent Non-Executive Director	Member
Mr. Arvind Sagar,Independent Non-Executive Director	Member
Mrs. Rashi Sikka,Independent Non-Executive Director	Member

5.4. Details of the Compliance Officer as on March 31, 2025, are as under:

Name of the Compliance Officer Mr. Sachin Saluja

	Designation	Contact Details
	Company Secretary &	Contact No.: +91-120-4085408,
	Compliance Officer	E-mail id.: [email protected]

21(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates the top 1,000 listed entities, based on the market capitalization as at the end of the immediate previous financial year, to constitute a Risk Management Committee.
5.5. Based on the recommendation of the Nomination & Remuneration Committee, the Board, in its meeting held on July 08, 2025, appointed Mr. Kalyan Ghosh, the Company’s Chief Legal Officer and a qualified company secretary, as the Compliance Officer, effective from the said date. He replaces Mr. Sachin Saluja, who has stepped down as Compliance Officer effective from July 08, 2025, as part of an internal restructuring of responsibilities within the Company. Mr. Sachin Saluja will continue to serve as the Company Secretary of the Company.
6.2. The Company has in place a robust Risk Management Policy that facilitates the identification and evaluation of business risks and opportunities. The Policy also outlines the monitoring and periodic review of the risk management plan. The Committee is entrusted with overseeing the implementation of risk mitigation strategies and discharging such other functions as may be assigned to it by the Board from time to time. The Company recognizes that effective risk management is essential to safeguard stakeholder interests and to achieve strategic business objectives.
5.6. During the financial year 2024-25, four complaints were received, which were duly resolved to the satisfaction of the shareholders. All investor grievances are being duly addressed. There were no investor complaints unresolved or pending as on March 31, 2025.

6. Risk Management Committee

6.3. The composition of the Risk Management Committee and attendance of its Members at the meetings held during the financial year 2024-25 are as follows:
6.1. The Company has constituted a Risk Management Committee in compliance with the provisions of Regulation

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Risk Management Committee
meeting date and attendance
Name of the Directors Designation
November 13,
May 03, 2024
2024
Mr. Sidharth Prasad Chairman
Mr. Aditya Puri Member
Mr. Sanjay Gulati Member
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Mr. Sachin Saluja, Company Secretary & Compliance Officer of the Company, acts as Secretary to Risk Management Committee.

Annual Report 2024-25

6.4. Brief description of terms of reference

Terms of reference of the Risk Management Committee are as under:

i. Overseeing key risks, including strategic, financial, operational and compliance risks;

information & devices against unauthorized access and cyber-attacks; and

vi. To take necessary steps to ensure security, integrity and confidentiality of records.

7. Remuneration of Directors

ii. Assisting the Board in framing, implementing and monitoring the Risk Management Plan for the Company and reviewing and guiding the Risk Policy;
iii. To develop appropriate cyber security measures;
iv. To encourage the Board to give cyber-security issues on a high priority and to strong oversight as part of good governance;
v. To help in security IT systems & mitigate cyber security risks by protecting the systems, applications,
7.1. Details of remuneration paid to Directors of the Company for the financial year ended March 31, 2025 are as under:
7.1.1 Remuneration to Non-Executive Directors:
Non-Executive Directors are entitled to receive the following:
Sitting Fee, as fixed by the Board of Directors within the limits specified under the Companies Act, 2013; and
Commission of H2,50,000/- p.a. to each NonExecutive Director.

7.1.2 Details of Remuneration paid to Non- Executive Directors are tabulated hereunder:

Amount in H

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Nature of Payment and Amount
Name of Directors Total Amount
Commission Sitting Fee
Mr. Ranjit Puri 2,50,000 5,30,000 7,80,000
Mr. Sidharth Prasad 2,50,000 4,70,000 7,20,000
Mr. Arvind Sagar 2,50,000 5,80,000 8,30,000
Mr. Vishal Kirti Keshav Marwaha 2,50,000 4,70,000 7,20,000
Mrs. Rashi Sikka 2,50,000 5,20,000 7,70,000
Total 12,50,000 25,70,000 38,20,000
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7.1.3 Apart from payment of sitting fee and commission to Non-Executive Directors, no other fee/remuneration is being paid to them.

7.2. Remuneration to Executive Directors

Executive Directors are entitled to receive Salary, contribution to Provident Fund, Group Gratuity Fund & Superannuation Fund, other Perquisites and Commission.

7.2.1. Details of Remuneration paid to Executive Directors are tabulated hereunder:

					Amount inH
S. No.	Name of the Director	Nature of Payment and Amount	Mr. Kishore Chatnani	Mr. Sanjay Gulati	Total
	Designation	Managing Director	Whole-time Director & CFO	Whole-time Director
	Components
(i)	Salary	1,20,00,000	2,02,70,282	1,32,03,573	4,54,73,855
(ii)	Contribution to Provident Fund, Group GratuityFund and Superannuation Fund	27,90,000	7,49,998	6,71,752	42,11,750
(iii)	Other Perquisites	6,49,510	1,02,600	6,75,164	14,27,274
(iv)	Commission	9,92,60,000	-	-	9,92,60,000
	Total	11,46,99,510	2,11,22,880	1,45,50,489	15,0372,879
	Service Contract	5 years till April 30,2026	5 years till June 27,2026	5 years till June 27,2026
	Noticeperiod	-	-	-
	Severance fees	NIL	NIL	NIL

7.3. There is no Stock Option Scheme prevailing in the Company.

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Statutory Reports

8. General Body Meetings

8.1. The details of last three (03) Annual General Meetings of the Company are as under:

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Financial Year
AGM Date & Time Venue Special Resolution passed
ended
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AGM	Financial Year ended	Date & Time Venue	Special Resolution passed
89th	March 31, 2022	August 24, 2022 at 11:30 A.M. Meeting held through Video Conferencing (VC) or Other Audio Visual Means (OAVM) August 23, 2023 at 11:30 A.M. August 28, 2024 at 11:00 a.m.	- Appointment of Mrs. Rashi Sikka (DIN: 00320145) as an Independent Director
90th	March 31, 2023		- No Special Resolution was proposed and passed.
91st	March 31, 2024		- Re-appointment of Mrs. Rashi Sikka (DIN: 00320145)as an Independent Director

8.2. Apart from the Annual General Meeting, no other General Meeting of the Members was held during the financial year 2024-25.

8.3. Postal Ballot

8.3.1. During the financial year 2024-25, no special resolution was passed through postal ballot.
8.3.2. At present, there is no proposal for passing any special resolution through postal ballot.

9. Means of Communication

9.1. The Quarterly / Annual Financial Results were published in the following newspapers:
a. Business Line (English); and
b. Hari Bhoomi (Hindi)
9.2. The Quarterly / Annual Financial Results were also available on the website of the Company and can be accessed at https://www.isgec.com/aboutus-financials-annualreports-inv.php.
9.3. All official Press Releases / Presentations / Earning Calls after publication of Quarterly / Annual Financial Results made to analysts and institutional investors and other general information, if required, have been made available to the Stock Exchanges to enable them to put on their websites (i.e., www. bseindia.com and www.nseindia.com) and communicate to their Members. These documents are also available under the “Investor Relations” on the website of the Company.
9.4. Annual Report for the financial year 2023-24 containing Notice, Board’s Report, Corporate Governance Report, Annual Financial Statements (Consolidated and Standalone) together with Auditors’ Report thereon, were sent to the members of the Company whose email addresses are registered with the Company/ Depository Participant(s). Annual Report 2023-24 and 2024-25 are available on the website of the Company and can be accessed at https://www.isgec.com/aboutusfinancials-annual-reports-investor.php.

10. General Shareholder Information

10.1. 92nd Annual General Meeting is scheduled to be held on Tuesday, September 16, 2025, at 11:00 a.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM).
10.2. The Company is following April 01 to March 31 as its financial year.
10.3. Final Dividend payment date is October 14, 2025, for the financial year 2024-25.
10.4. Demat ISIN allotted for the equity shares is INE858B01029.
10.5. The Promoters and Promoters’ Group hold their entire shareholding in demat form.
10.6. The Equity Shares of the Company are listed on the following Stock Exchanges having nationwide terminal:

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S. Name and Address of the Stock
Scrip Code
No. Exchanges
----- End of picture text -----

1	BSE Limited (BSE) P.J. Tower, Dalal Street, Fort, Mumbai-400001,Maharashtra	533033
2	National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai– 400 051, Maharashtra	Isgec

10.7. The Company has paid the Annual listing fee for the financial year 2024-25 to the National Stock Exchange of India Limited and BSE Limited.
10.8. The Company has paid the Annual Custody Fee for the financial year 2024-25 to National Securities Depository Limited and Central Depository Services (India) Limited.
10.9. Securities suspended from trading
Not Applicable

Annual Report 2024-25

10.10. Details of Registrar and Transfer Agent:

M/s. Alankit Assignments Limited ‘Alankit House’, 4E/2, Jhandewalan Extension, New Delhi – 110055, INDIA Phone: +91-11-42541234, 23541234, Fax: +91-11-23552001, Email: [email protected] / [email protected]

10.11. Share Transfer System

In terms of Regulation 40(1) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015, as amended from time to time, securities can be transferred only in dematerialized form with effect from April 1, 2019, except in case of transmission and transposition. Members holding shares in physical form are requested to consider converting their holdings in dematerialized form. Transfer of equity shares in electronic form are effected through the depositories with no involvement of the Company.

10.12. Distribution of Shareholding:

Distribution of shareholding as at March 31, 2025, is as follows:

Shareholding of Nominal Value	Shareholders	Shareholders	Share Amount	Share Amount
	Number	% of Total	(In ₹)	% of Total
Up-to 5,000	33010	98.67	54,40,007	7.40
5,001 - 10,000	180	0.54	13,21,234	1.80
10,001 - 20,000	102	0.30	14,97,143	2.04
20,001 - 30,000	44	0.30	10,89,533	1.48
30,001 - 40,000	21	0.06	7,18,810	0.98
40,001 - 50,000	15	0.04	7,05,474	0.96
50,001 - 1,00,000	34	0.10	24,71,752	3.36
1,00,001 and above	49	0.15	6,02,85,557	81.99
Total	33455	100	7,35,29,510	100

10.13. Shareholding Pattern as at March 31, 2025:

Category	No. of Shareholders	No. of Shares held	Percentage
Promoters	05	4,59,04,888	62.43
Others(Public)	32758	2,76,24,622	37.57

10.14. Dematerialization of shares and liquidity

The Company’s equity shares are under compulsory demat trading for all categories of investors. A total of 7,26,97,210 shares have been dematerialised as on March 31, 2025, representing 98.87% of the total equity capital.

10.15. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity

The Company has not issued GDRs/ ADRs/ Warrants or any Convertible Instruments and, therefore, there is no impact on equity.

10.16. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

The Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

10.17. Plant and Business locations are given hereunder:

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Plant Location- Name Item of Manufacture Address for correspondence
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A. ManufacturingSegment
(i) Radaur Road, Yamunanagar	Pressure Vessels & Heat Exchangers, Presses– Mechanical & Hydraulic, Boilers, Container, Castings, Sugar and other Industrial Machinery	Isgec Heavy Engineering Limited, Radaur Road, Yamunanagar-135001, Haryana, INDIA
(ii) Rattangarh, Yamunanagar	Pressure Parts for Boilers	Isgec Heavy Engineering Limited, Rattangarh, Yamunanagar-135001,Haryana,INDIA
(iii) Dahej, Gujarat	Pressure Vessels, Columns, Heat Exchangers	Isgec Heavy Engineering Limited, 13/B, G.I.D.C Industrial Estate, Dahej, Taluka- Vagara, Dist. Bharuch – 392130,Gujarat,INDIA

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Statutory Reports

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Plant Location- Name Item of Manufacture Address for correspondence
----- End of picture text -----

Plant Location- Name	Item of Manufacture	Address for correspondence
(iv) Dahej, Gujarat	Process Equipment	Isgec Heavy Engineering Limited, Plot No. Z-89, Dahej Special Economic Zone Part-II, Taluka: Vagra,Bharuch-392130,Gujarat,INDIA
(v) Muzaffarnagar, Uttar Pradesh	Castings - Steel & Iron	Isgec Heavy Engineering Limited, Village Nara, P.O. Mansurpur –251203, District Muzaffarnagar, Uttar Pradesh,INDIA
(vi) Bawal, Haryana	Standard Mechanical Presses and other Industrial Machinery	Isgec Heavy Engineering Limited, Plot No. 123, Sector-6, HSIIDC, Industrial Growth Centre, Bawal,Dist. Rewari-123501,Haryana,INDIA
(vii) Aurangabad, Haryana	Fabrication of Piping Spools	Isgec Heavy Engineering Limited, Aurangabad, Beside Essar Petrol Pump, NH-74, Radaur Road, Aurangabad, Yamunanagar,Haryana-135001,INDIA
(viii) Damla, Haryana	Fabrication of Piping Spools	Isgec Heavy Engineering Limited, Hadbast no 484, Village Damla, Radaur Road, Damla, Yamunanagar, Haryana,135002,INDIA
B. Industrial Project Segment- Business locations
(i) Noida, Uttar Pradesh	Boilers, Air Pollution Control Equipment, Sugar Plant & Machinery, Power Plants, Railways, Factories and Material Handling System and Water Treatment	(i) A-5, A-7, A-8, A-56 and H-146, Sector-63, Noida – 201301, Uttar Pradesh, INDIA; (ii) A-4, Sector – 24, Noida – 201301, Uttar Pradesh, INDIA
(ii) Chennai, Tamil Nadu	Design office	25, MC Nichols Road, Grace Building, Chetpet, Chennai-600031,Tamil Nadu,INDIA
(iii) Pune, Maharashtra	Design office	T-29/31, Om Chambers, 303 Bhosari, Telco Road, MIDC, Bhosari,Pimpri- Chinchwad,Maharashtra-411026,IN
C. Other Business locations:
(i) Mumbai,Maharashtra	2nd Floor,Great Social Building,60 P	Mehta Road,Fort Mumbai,Maharashtra-400001,INDIA
(ii) New Delhi	A-51,Vasant Marg,Vasant Vihar,New Delhi-110057,INDIA

10.18. Address for Correspondence is as under:

Corporate Office: A-4, Sector – 24, Noida – 201 301, Uttar Pradesh, INDIA Tel. : +91-120-408 5001/ 5002 E-mail: [email protected] Registered Office: Radaur Road, Yamunanagar-135 001, Haryana, INDIA Tel: 01732-661061 Email: [email protected]

10.19. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instrument of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of fund, whether in India or abroad is enclosed as Annexure-A .
11.2. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by BSE Limited or National Stock Exchange of India Limited or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None

11. Other Disclosures

11.1. Materially significant Related Party Transactions

There are no materially significant Related Party Transactions, which have potential conflict with the interests of the Company at large.

11.3. Vigil Mechanism/Whistle Blower Policy

11.3.1. The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies to report and communicate his/her/their genuine concerns, illegal or unethical practices and instances of leak of Unpublished Price Sensitive Information. During the year under review, the Company has not denied any personnel access to the Audit Committee as per Vigil Mechanism / Whistle Blower Policy.

Annual Report 2024-25

11.3.2. The Audit Committee of the Company oversees the Vigil Mechanism. The Vigil Mechanism has been disclosed on website of the Company.
11.3.3. In case of appropriate or exceptional cases or if the complaint relates to the Key Managerial Personnel or, NonIndependent Directors, the person complaining may report to or communicate with Chairman of the Audit Committee.
11.6. Policy on dealing with Related Party Transactions can be accessed at https://www.isgec.com/pdf/A. RevisedRPTPolicy.pdf.
11.7. During the period under consideration, the Company has not raised funds through preferential allotment or qualified institutional placement.

11.8. Large corporates

11.4. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements

The Company has complied with all the mandatory requirements. As a good governance practice, the Board of Directors endevor to give all other disclosures which may be important for the stakeholders of the Company.
11.5. Policy for determining Material Subsidiary Company (ies) can be accessed at https://www.isgec.com/pdf/B. RevisedPolicyforDeterminingMaterialSubsidiaries.pdf.
11.8.1. The Company is not identified as a large corporate.
11.9. The Company has obtained a certificate from Mr. Pramod Kothari, Company Secretary in practice, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority. The Certificate received from the Company Secretary in practice is annexed as Annexure-B .

11.10. Particulars of Senior Management including changes therein since the close of the previous financial year, are as follows:

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----- Start of picture text -----

S.
Name of Senior Management Designation
No.
----- End of picture text -----

1	Mr. Suman Jain	Chief Executive-APCE & UtilityBoilers
2	Mr. Mahesh Gupta	Head of Materials & Logistics & Chief Executive – EPC
3	Mr. P V N Sanjay*	Chief Executive-EPC
4	Mr. V K Luthra	Chief Executive-Industrial & Green EnergyBoilers
5	Mr. SanjayAwasthi	Chief Executive-Sugar Plants & Distilleries
6	Mr. SanjayChoudhary	Chief Executive-Process Equipment Division
7	Mr. Yogesh Saxena	Chief Executive-Machine BuildingDivision
8	Mr. Deepak Kumar**	Sr. Vice President & Unit Head-Steel Castings Division
9	Mr. Lazar Pilli*	Officer on Special Duty
10	Mr. Yogesh Marwaha	Chief International MarketingOfficer-Project Business.
11	Mr. Shalabh Singh	Head of Corporate Business Development
12	Mr. SanjayKumar Gharde	Chief Information Officer – ceased w.e.f. January03,2025
13	Mr. Kalyan Ghosh	Chief Legal Officer
14	Mr. Bhupinder Kumar Malik	Chief Accounts & Taxation Officer
15	Mr. AnupBhargava	Chief StrategyOfficer
16	Mr. B.V. Mittal	Senior Vice President-Information & Technology
17	Mr. Sachin Saluja	CompanySecretary
18	Ms. Radhika Arora	Chief Human Resources Officer – Designated w.e.f. August 01,2024

Mr. P V N Sanjay, Chief Executive, and Mr. Lazar Pilli, Officer on Special Duty, retired and ceased to be part of Senior Management with effect from April 11, 2025, and May 02, 2025, respectively, upon attaining the age of superannuation.

** Mr. Deepak Kumar, Sr. Vice President & Unit Head-Steel Castings Division, ceased to be part of Senior Management with effect from June 27, 2025, upon sudden and untimely demise.

11.11. Where the Board had not accepted any recommendation of any Committee of the Board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons, thereof

Nil

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11.12. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part:

Amount in Lakhs

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Isgec Heavy Saraswati Sugar Isgec Hitachi
Particulars Total
Engineering Limited Mills Limited Zosen Limited
Statutory Audit Fee 40.00 9.00 5.75 54.75
In other capacity 4.44 - 0.10 4.54
Reimbursement of Expenses 8.73 3.85 0.54 13.12
Total 53.17 12.85 6.39 72.41
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11.13. Details of Material Subsidiary

The details of Material Subsidiary is as follows

Name	Saraswati Sugar Mills Limited
Date of Incorporation	20-07-2000
Place of Incorporation	Yamuna Nagar,Haryana,India
Name of the Statutory Auditors	SCV & Co. LLP, Chartered Accountants, Firm Registration No. 000235N/N500089
Date of appointment of StatutoryAuditors	30-06-2022

11.14. I, Aditya Puri, Managing Director, declare that all the members of the Board of Directors and Senior Management personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management, during the year ended March 31, 2025.

Sd/- Aditya Puri Managing Director

11.15. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 forms part of the Board’s Report. Please refer to Para - 34 for the detailed disclosure in this regard.

11.16. Disclosure of commodity price risks and commodity hedging activities:

The Company is exposed to commodity risks for certain commodities such as steel for fabricated items and structures and construction materials such as cement, tor steel and structural steel for civil work. The Company manages the commodity risks by a number of methods including rate contracts with suppliers, back to back offers from suppliers prior to booking customers’ orders, bulk purchases, using global sourcing options and hedging wherever available.
11.17. During the financial year under consideration, no loans and advances in the nature of loans to firms/companies in which directors are interested were given by the Company and its subsidiaries, except as disclosed in the Note 16 of Audited Annual Financial Statements for the financial year ended March 31, 2025.
11.18. No event of Non-compliance of any requirement of Corporate Governance report of sub-paras (2) to (10) of Para C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 has been observed.
11.19. The Company has not adopted any discretionary requirement as specified in Part E of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11.20. The Company has complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 17 to 27 and Regulation 46 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015. The Company submits a quarterly compliance report on Corporate Governance signed by the Compliance Officer to the Stock Exchanges within 21 (Twenty One) days / 30 (Thirty) days / 45 (Forty Five) days from the close of every quarter. Such quarterly compliance reports on Corporate Governance are also available on website of the Company.

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

Aditya Puri Arvind Sagar Managing Director Director DIN : 00052534 DIN : 09210612 Date : July 08, 2025 Place: Noida

Annual Report 2024-25

Annexure-A

List of all credit rating obtained by the entity alongwith any revision thereto during the relevant financil year.

									Amount	Amount	(H/Crores)
ICRA Ltd. communication letter	Date	Status of rating	Fund Based Bank Limits (Rated on Long Term Scale)		Non Fund Based Bank Limits (Rated on Short Term Scale)		Fund Based / Non Fund Based Bank Limits (Rated on Long Term and Short Term Scale)		Fund Based- Term Loan		Total rated amount
			Amount	Rating assigned	Amount	Rating assigned	Amount	Rating assigned	Amount	Rating assigned
ICRA/Isgec Heavy Engineering Limited/18122023/1	18-12-2023	Revision/ Enhan- cement	600.00	[ICRA]AA (Stable)	3800.17	[ICRA]A1+	1099.83	[ICRA]AA (Stable/ A1+)	50.00	[ICRA]AA (Stable)	5550.00
ICRA/Isgec Heavy Engineering Limited/27032025/1	27-03-2025	Revision	600.00	[ICRA]AA (Stable); reaffir- med	3800.17	[ICRA] A1+; reaffir- med	1099.83	[ICRA]AA (Stable)/	50.00	[ICRA]AA (Stable); reaffir- med	5550.00
								[ICRA]A1+; reaffirmed

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Annexure-B

To,

The Members

Isgec Heavy Engineering Limited

(CIN: L23423HR1933PLC000097) Radaur Road, Yamuna Nagar, Haryana – 135 001

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Isgec Heavy Engineering Limited having CIN L23423HR1933PLC000097 and having registered office at Radaur Road, Yamuna Nagar Haryana – 135 001 (hereinafter referred to as ‘the Company’) , produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on March 31, 2025 have been debarred or disqualified from being appointed and continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

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Sr. Date of Appointment Date of
No. Name of Directors DIN in the company Designation cessation
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1	Ranjit Puri	00052459	14/10/1981	Director	-
2	Aditya Puri	00052534	30/04/1996	ManagingDirector	-
3	Sidharth Prasad	00074194	31/10/2015	Director	-
4	Vishal Kirti Keshav Marwaha	00164204	30/03/2017	Director	-
5	Arvind Sagar	09210612	28/06/2021	Director	-
6	Kishore Chatnani	07805465	28/06/2021	Whole Time Director	-
7	SanjayGulati	05201178	28/06/2021	Wholetime Director	-
8	Rashi Sikka	00320145	28/05/2022	Director	-

*The date of appointment and cessation is as per the MCA Portal.

Ensuring the eligibility for the appointment and continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Pramod Kothari & Co.

Company Secretaries Peer Review Certificate No: 6701/2025

Pramod Kothari

Proprietor CP No: 11532: Membership No. F7091 Noida, May 23, 2025 UDIN: F007091G000425322

Annual Report 2024-25

Annexure-5

Form No. MR‐3

SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2025

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members, Isgec Heavy Engineering Limited (CIN: L23423HR1933PLC000097) Radaur Road, Yamuna Nagar Haryana -135 001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Isgec HEAVY ENGINEERING LIMITED (“ the Company ”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that:

a) Maintenance of secretarial records are the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
c) We have not verified the correctness and appropriateness of the financial statements of the Company.
d) Wherever required, we have obtained the management representation about the compliances of laws, rules and regulations and happening of events etc.
e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during

the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year started from April 01, 2024 and ended on March 31, 2025 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable;
v. The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(b) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

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Statutory Reports

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; {Not applicable during the Audit Period}
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; {Not applicable during the Audit Period}
(g) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(h) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; {Not applicable during the Audit Period};
(i) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; {Not applicable during the Audit Period}.;
vi. The Management has identified and confirmed the following laws as specifically applicable to the company: ‐

In our opinion and to the best of our information and according to explanations given to us, we believe that the Company is having systems in place to check the compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors including Independent Directors. There are no changes in the composition of Board of Directors took place during the audit period were carried out.

Adequate notice was given to all directors to schedule the Board and committees Meetings; agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board meetings were taken unanimously.

a) Labour laws as applicable
b) Environment Protection Act, 1986;
c) The Water (Prevention & Control of Pollution) Act 1974 read with Water (Prevention & Control of Pollution) Rules, 1975;
d) The Air (Prevention & Control of Pollution) Act, 1981 read with Air (Prevention & Control of Pollution) Rules, 1982;
e) Disposal of Hazardous Waste rules. and

We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, with which the Company has generally complied with. The Company is generally regular in filing e-forms/returns with The Registrar of Companies under the provisions of the Act.

During the audit period, we are of the opinion that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines to the extent applicable.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period there were no specific events/actions having a major bearing on the Company's affairs in pursuance of the above referred laws.

For Pramod Kothari & Co.

Company Secretaries Peer Review Certificate No: 6701/2025

Pramod Kothari

Proprietor CP No: 11532: Membership No. F7091 Noida, May 20, 2025 UDIN: F007091G000389693

Annual Report 2024-25

Form No. MR‐3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025

(Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To, The Members, SARASWATI SUGAR MILLS LIMITED (CIN: U01115HR2000PLC034519) RADAUR SAHARAMPUR ROAD,YAMUNA NAGAR-135001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SARASWATI SUGAR MILLS LIMITED ( the Company ). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that:

a) Maintenance of secretarial records are the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
c) We have not verified the correctness and appropriateness of the financial statements of the Company.
d) Wherever required, we have obtained the management representation about the compliances of laws, rules and regulations and happening of events etc.
e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by

the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year started from April 01, 2024 and ended on March 31, 2025 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

The Companies Act, 2013 ( the Act ) and the rules made thereunder;
The Environment Protection Act.
The Disposal of Hazardous Waste Rules.
The Sugar Cess Act, 1982.
The Levy Sugar Price Equalisation Fund Act, 1976.
The Food Safety and Standards Act, 2006.
The Essential Commodities Act, 1955.
The Sugar Development Fund Act, 1982.

We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, with which the Company has complied with. The Company is regular in filing e-forms with Registrar of Companies under the provisions of the Act.

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Statutory Reports

We further report that The Board of Directors of the Company is duly constituted in terms of the provisions of the Companies Act, 2013. The changes in the composition of the Board of Directors/ Committee that took place during the audit period under review were carried out in compliance with the provisions of the Act.

Advance notice was given to all directors to schedule the Board Meetings; agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period, there were no specific events/actions having a major bearing on the Company's affairs in pursuance of the above referred laws.

For Pramod Kothari & Co.

Company Secretaries Peer Review Certificate No. 852/2020

Pramod Kothari

Proprietor CP No: 11532: Membership No. F7091 Noida, May 02, 2025 UDIN: F007091G000255561

Annual Report 2024-25

Annexure-6

Statement of Information to be Furnished Pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financialyear;	1)Mr. Aditya Puri(ManagingDirector)	112
	2)Mr. Kishore Chatnani(Whole Time Director & Chief Financial Officer)	21
	3) Mr. Sanjay Gulati (Whole Time Director & Head Manufacturing Units)	14

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financialyear;	1)Mr. Aditya Puri(ManagingDirector)	36%
	2)Mr. Kishore Chatnani(Whole Time Director & Chief Financial Officer)	15%
	3)Mr. SanjayGulati(Whole Time Director & Head ManufacturingUnits)	33%
	4) Mr. Sachin Saluja (Company Secretary)	11%

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Independent Directors:

The ratio of remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of each director:

Independent Directors are paid maximum remuneration of H 2,50,000 per annum. Besides this, they are paid sitting fees for attending Board and Committee meetings. Details of sitting fees paid to Independent Directors are given in the report on Corporate Governance forming part of Annual Report and hence, are not included in the above table. The Non Independent Directors do not receive any sitting fees.

(iii) the percentage increase in the median remuneration of employees in the financial 7.37% year; (iv) the number of permanent employees on the rolls of Company; 3089 as on 31st March 2025 (2979 as on 31st March 2024) (v) average percentile increase already made in the salaries of employees other than The average increase in salaries of the managerial personnel in the last financial year and its comparison with the employees other than managerial percentile increase in the managerial remuneration and justification thereof and personnel in 2024-25 is 7.34%. point out if there are any exceptional circumstances for increase in the managerial remuneration;

Remuneration of Managing Director, Wholetime Directors and Company Secretary are as under:

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H in Lakh
Name of the Person Designation 2024-25 2023-24
1 Mr. Aditya Puri Managing Director 1147.00 840.91
3 Mr. Kishore Chatnani Whole Time Director & Chief Financial Officer 211.23 183.83
4 Mr. Sanjay Gulati * Whole Time Director & Head - Manufacturing Units 145.50 109.55
6 Mr. Sachin Saluja Company Secretary 40.54 36.36
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Mr. Sanjay Gulati also receives remuneration from Subsidiary Company, Isgec Hitachi Zosen Limited, H 99.42 Lakh (Previous year H 99.42 Lakh)

(vi) affirmation that the remuneration is as per the remuneration policy of the company.

Remuneration is paid as per the remuneration policy of the company

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Statutory Reports

Annexure-7

Business Responsibility and FY 2024-25 Sustainability Report

SECTION A: GENERAL DISCLOSURES

I. Details of the listed entity

1 Corporate IdentityNumber(CIN)of the Company	L23423HR1933PLC000097
2 Name of the Company	Isgec HeavyEngineeringLimited
3 Year of Incorporation	23/01/1933
4 Registered office address	Radaur Road,Yamuna Nagar-135001,Haryana,India
5 Corporate office address	A-4,Sector-24,Noida,Uttar Pradesh 201301,India
6 E-mail id	[email protected]
7 Telephone	0120-4085408
8 Website	www.isgec.com
9 Financialyear for which reportingis beingdone	2024-25
10 Name of the Stock Exchange(s) where shares are listed	Bombay Stock Exchange (BSE) and National Stock Exchange (NSE)
11 Paid-upcapital	H735.29 lakhs
12 Name and contact details of the person who may be contacted in case of any queries on the BRSR report	Mr. Kishore Chatnani Whole-time Director & CFO [email protected] +91 120 4085405
13 ReportingBoundary	Standalone basis
14 Name of assuranceprovider	Not applicable since Isgec does not fall among the top 250 listed companies bymarket capitalisation.
15 Type of assurance obtained

II. Products/services

16. Details of business activities (accounting for 90% of the turnover):

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S. Description of main
Description of business activity % of turnover
No activity
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1	Industrial Projects	Isgec undertakes projects for supply of Boilers, Sugar plants, Power plants, Air Pollution Control Equipment,Material handlingsystems	63%
2	Manufacturing	Manufacturing of Machinery and Equipment: Isgec manufactures heavy capital goods such as Mechanical and Hydraulic Presses, Steel and Iron Castings, Boiler Tubes and Panels Process Plant equipment and Liquified Gas Containers.	36%

17. Products/services sold by the entity (accounting for 90% of the entity’s turnover):

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S. % of total turnover
Product/Service NIC Code
No contributed
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1	Boiler and Boiler Parts	25123	28%
2	Sugar Machineryand DistilleryPlant	28259 and 42901	13%
3	Presses	25910	11%
4	Erection,commissioningand related services	41003	9%
5	Flue Gas Desulfurization	2922	8%
6	Pressure Vessels,Heat Exchangers	28140	8%
7	Material HandlingEquipment	28162	7%
8	Castings	24319	6%
9	Power Plants	42201	4%
10	Air Pollution Control Equipment	28299	3%
11	Containers	25129	3%

Annual Report 2024-25

III. Operations

18. Number of locations where plants and/or operations/offices of the entity are situated

Location	Number of plants	Number of offices	Total
National	7	5	12
International	0	1	1

19. Markets served by the entity

a. Number of locations

Locations	Number
National(No. of states)	23*
International(No. of countries)	1**

Isgec has a wide network of offices and project sites across India to support its business operations. The Company has identified its number of locations based on the Goods and Services Tax (GST) numbers for each location.

** Isgec has marketing agents in many countries, and its own representative office in Thailand.

b. What is the contribution of exports as a percentage of the total turnover of the entity?

Isgec has progressively reinforced its global presence by consistently delivering products and services of exceptional quality. In FY 2024–25, export of goods and services accounted for 10.6% of the Company’s total turnover, highlighting the effectiveness of its global growth strategy and the increasing traction of its offerings across key international geographies.

c. A brief on types of customers

Isgec offers a comprehensive portfolio of machinery, equipment, and integrated project solutions to a wide spectrum of industrial sectors across both domestic and international markets. Backed by decades of engineering expertise and a strong focus on operational efficiency, the Company serves critical industries such as power generation, oil and gas, petrochemicals, automotive, fertilizers, green energy, hydro power, mining, paper, sugar, steel, cement, chemicals, railways, distilleries, aerospace, and port infrastructure.

IV. Employees

20. Details as on March 31, 2025, Employees and workers (including differently abled)

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S. Male Female
Particulars Total (A)
No No. (B) % (B/A) No. (C) % (C/A)
EMPLOYEES
1 Permanent (D) 2662 2595 97.5% 67 2.5%
2 Other than Permanent (E) 676 669 99.0% 7 1%
3 Total employees (D+E) 3338 3264 97.8% 74 2.2%
WORKERS
1 Permanent (F) 427 427 100% 0 0
2 Other than Permanent (G) 0 0 0 0 0
3 Total workers (F+G) 427 427 100% 0 0
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b. Differently abled employees and workers

The Company places a strong emphasis on cultivating a diverse and inclusive workplace, where equal opportunity is not just a policy, but a core value embedded in its culture. It adheres to a meritocratic approach in its hiring practices, ensuring that all employment decisions are based solely on qualifications, skills, and performance—without any discrimination based on race, caste, gender, sexual orientation, disability, religion, or any other personal characteristic. This commitment to fairness and inclusivity is reflected in the Company’s workforce composition, which embraces diversity as a strength. As part of its ongoing efforts to create an accessible and supportive work environment, the Company currently employs two individuals with disabilities as of the current financial year and continues to explore opportunities to further enhance representation and inclusivity across all levels of the organization.

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S. Male Female
Particulars Total (A)
No No. (B) % (B/A) No. (C) % (C/A)
DIFFERENTLY ABLED EMPLOYEES
1 Permanent (D) 2 2 100% 0 0
2 Other than Permanent (E) 0 0 0 0 0
3 Total differently abled employees (D+E) 2 2 100% 0 0
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S. Male Female
Particulars Total (A)
No No. (B) % (B/A) No. (C) % (C/A)
DIFFERENTLY ABLED WORKERS
1 Permanent (F) 0 0 0 0 0
2 Other than Permanent (G) 0 0 0 0 0
3 Total differently abled workers (F+G) 0 0 0 0 0
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21. Participation/inclusion/representation of women

	Ttl A	No. and percentage of females	No. and percentage of females
	oa ()	No.(B)	%(B/A)
Board of Directors	8	1	12.5%
KeyManagement Personnel	1	0	0

22. Turnover rate for permanent employees and workers

During the financial year 2024-25, the overall turnover rate stood at 15.1% for employees and 7.5% for workers.

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FY 2024-25 FY 2023-24 FY 2022-23
Male Female Total Male Female Total Male Female Total
Permanent Employees 14.40% 0.66% 15.1% 14.6% 0.4% 14.9% 15.0% 0.7% 15.6%
Permanent Workers 7.5% 0% 7.5% 7.8% 0.2% 8.0% 7.6% 0 7.6%
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V. Holding, subsidiary and associate companies (including joint ventures)

23. a. Names of holding / subsidiary / associate companies / joint ventures:

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Indicate whether Does the entity indicated in
Name of Holding/Subsidiary/ % Of shares
S. Holding/ Subsidiary/ column A, participate in the
Associate Companies/Joint Venture held by listed
No. Associate/Joint Business Responsibility initiatives
(A) entity
Venture of listed entity? (Yes/No)
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1	Saraswati Sugar Mills Limited	Subsidiary	100%	No
2	Isgec Covema Limited	Subsidiary	100%	No
3	Isgec Exports Limited	Subsidiary	100%	No
4	Isgec Engineering& Projects Limited	Subsidiary	100%	No
5	Freelook Software Private Limited	Subsidiary	100%	No
6	Eagle Press & Equipment Co. Limited	Subsidiary	100%	No
7	Isgec Investment PTE Ltd.,Singapore	Subsidiary	100%	No
8	Isgec Hitachi Zosen Limited	Subsidiary and Joint Venture Company	51%	No
9	Isgec SFW Boilers Private Limited	Subsidiary and Joint Venture Company	51%	No
10	Isgec Titan Metal Fabricators Private Limited	Subsidiary and Joint Venture Company	51%	No
11	Isgec Redecam Enviro Solutions Private Limited	Subsidiary and Joint Venture Company	51%	No

VI. CSR Details

24. i. Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes

ii. Turnover (in J) 5018.26 Crores

iii. Net worth (in J) 2416.86 Crores

Annual Report 2024-25

VII. Transparency and Disclosures Compliances

25. Complaints/grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct (NGRBC)

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FY 2024-25 FY 2023-24
Stakeholder Number of Number of
group from Number of complaints Number of complaints
Grievance Redressal Mechanism
whom complaints pending complaints pending
in Place (Yes/No) Remarks Remarks
complaint is filed during resolution at filed during resolution at
received the year close of the the year close of the
year year
Communities Yes, Isgec has implemented a 0 0 - 0 0 -
structured grievance redressal
process to address the concerns of
community members in the vicinity
of its operations. The Company
has appointed dedicated personnel
to manage and resolve these
queries. Additionally, Isgec actively
engages with the community
through various Corporate Social
Responsibility (CSR) initiatives.
Investors Yes, Investors and Shareholders 0 0 - 0 0 -
(other than have multiple avenues to address
shareholders) their concerns. They can contact
Shareholders the Company’s CFO or Company 3 0 - 0 0 -
Secretary via email for prompt
grievance resolution. Additionally,
investors can utilize the Online
Dispute Resolution (ODR) platform
available on Isgec’s website. This
platform, known as Smart ODR,
is user-friendly and provides easy
access to online dispute resolution
services. Within the Smart ODR
system, investors can monitor
the progress of their disputes
after submission. Furthermore,
investors have access to SCORES,
an online grievance redressal
platform by SEBI, which allows
them to lodge complaints related
to the securities market against
SEBI-regulated entities.
Employees Yes, the Company has established 1 0 - 0 0 -
and workers a dedicated and structured
process to effectively address the
grievances and concerns of its
employees and workers. Initially,
employees are encouraged to bring
their concerns to the attention
of the Head of the Department.
If the issue is not resolved in a
timely manner or if the response
is unsatisfactory, employees
have the option to escalate the
matter further to the Division Chief
Executive or HR Head of the Unit.
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26. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk, as per the following format