The board of directors of ISGEC Heavy Engineering Limited has approved the issuance of guarantees, counter guarantees, standby letters of credit (SBLs) and bonds through the company's bankers for an aggregate amount not exceeding USD 1.1957 million (approximately Rs. 11.23 crores) in favour of the bankers of its wholly owned subsidiary, Isgec Eswatini (Proprietary) Limited, Eswatini. The decision was taken at the board meeting held on May 01, 2026, through video conferencing at the deemed venue located at A-4, Sector-24, Noida-201301, Uttar Pradesh, India.

Board Meeting Details

The board meeting commenced at 11:00 a.m. and concluded at 12:30 p.m. on May 01, 2026. The approval was granted pursuant to Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed disclosure as required under Regulation 30 read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026, has been provided.

Transaction Details

The regulatory disclosure reveals comprehensive details about the guarantee arrangement for the wholly owned subsidiary. These arrangements will enable the subsidiary's bankers to issue performance bank guarantees and other bank guarantees or bonds in favour of the authorities and customers of Isgec Eswatini (Proprietary) Limited. The company has confirmed that this transaction is being conducted on an arm's length basis.

Purpose and Impact

According to the official disclosure, this will facilitate the wholly owned subsidiary in furnishing, through its bankers, counter bank guarantees, performance guarantees, and bonds in favour of its customers and the customs authorities of Eswatini for execution of its existing orders. The company confirmed that the promoter, promoter group, and group companies have no interest in this transaction, and the same is being done at arm's length.

Regulatory Compliance

The intimation regarding this board meeting outcome has been published on the company's website at www.isgec.com . The disclosure was signed by Kalyan Ghosh, Chief Legal Officer & Compliance Officer, with membership number A10790. The company has provided comprehensive regulatory disclosures as mandated under SEBI regulations for such transactions involving subsidiary guarantees.

ISGEC Heavy Engineering Limited has successfully completed its postal ballot process, announcing results on March 28, 2026, with shareholders demonstrating strong support for key leadership re-appointments. The company conducted the entire voting process through electronic means, securing approval for critical director positions across four resolutions.

Postal Ballot Process Overview

The company issued its postal ballot notice on February 24, 2026, covering four key resolutions for shareholder approval. The voting period commenced on February 26, 2026, at 09:00 a.m. and concluded on March 27, 2026, at 05:00 p.m., with results declared on March 28, 2026, around 04:13 p.m. The process was conducted entirely through remote e-voting via National Securities Depository Limited (NSDL), with Mr. Pramod Kothari serving as the appointed scrutinizer.

Director Re-appointments and Voting Results

Shareholders approved all four resolutions with varying degrees of support. The re-appointment of Mr. Aditya Puri as Managing Director received approval from 90.79% of votes, while the Joint Managing Director positions secured overwhelming support exceeding 99%.

Managing Director Re-appointment

Mr. Aditya Puri's re-appointment as Managing Director for a five-year term from May 01, 2026, to April 30, 2031, was approved with significant shareholder backing.

The resolution establishes Mr. Puri's remuneration at Rs. 21,00,000 per month as basic salary, with perquisites and allowances not exceeding Rs. 20,00,000 per month, plus commission not exceeding 2.5% of net profits.

Joint Managing Directors Approval

Both Joint Managing Director re-appointments received exceptional shareholder support, with 99.97% approval rates.

Mr. Chatnani will continue as Joint Managing Director and Chief Financial Officer with a basic salary of Rs. 8,32,270 per month, while Mr. Gulati will serve as Joint Managing Director and Head-Manufacturing Units with Rs. 8,41,563 per month.

Independent Director Re-appointment

The special resolution for Mr. Arvind Sagar's re-appointment as Independent Director for a second consecutive term received strong approval from shareholders.

Compliance and Documentation

The postal ballot process adhered to all regulatory requirements under the Companies Act, 2013, and SEBI Listing Regulations. The company published advertisements in Business Standard (English) and Hari Bhoomi (Hindi) on February 25, 2026, informing shareholders about the notice dispatch and voting timeline. All voting results and the scrutinizer's report have been disclosed on the company's website and communicated to stock exchanges where ISGEC shares are listed.

The successful completion of this postal ballot process ensures continuity in ISGEC Heavy Engineering's leadership structure, with all key management positions secured for the next five-year term through strong shareholder mandate.