Your directors is presenting the 39^th Board's Report covering the highlights of the
business and operations of your Company along with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended March 31, 2025.

1.FINANCIAL RESULTS

The Standalone and Consolidated Financial Statements of your Company for the
Financial Year ended March 31, 2025, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
and as amended from time to time. The financial performance of your Company for
the Financial Year ended March 31, 2025 is summarized below:

2. COMPANY'S OPERATING PERFORMANCE AND STATE OF AFFAIRS:

The Company's operating performance and state of affairs has been discussed in
Management Discussion and Analysis Report pursuant to Regulation 34(2) read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, amended from time to time.
Annexure-1

3. DIVIDEND AND APPROPRIATION

In view of losses for the financial year 2024-25, the Board of Directors have not
recommended any dividend for the year.

4. TRANSFER TO RESERVE

Due to losses in the financial year 2024-25, no amount has been transferred to
reserves.

5. SHARE CAPITAL & LISTING

• The Members of the Company, at the 38^th Annual General Meeting held on 09^th
August 2024, had approved an increase in the Authorised Share Capital of the
Company from Rs.1,00,00,00,000 (Rupees One Hundred Crore only) divided
into 10,00,00,000 (Ten Crore only) equity shares having face value of Rs.10/-
(Rupees Ten only) each to Rs.17,00,00,00,000 (Rupees One Thousand Seven
Hundred Crore only) divided into 1,70,00,00,000 equity shares (one hundred
and Seventy Crores only)having face value of Rs.10/- (Rupees Ten only) each.

However, the said approval was not acted upon. The Company proposes to
place the matter before the Members at the ensuing Annual general meeting
to formally rescind the earlier resolution.

• Your Company has not bought back any of its securities.

• Your Company has not issued shares with differential voting rights during the
year under review.

• The Company has not provided any Stock Option Scheme to the employees.

• The Company has not issued any Sweat Equity Shares during the year under
review.

• The Company has not made any issue of Debentures during the year 2024¬
2025.

• The Equity Shares of your Company continued to be listed on the NSE Limited
and BSE Limited. Both these stock exchanges have nation-wide trading

terminals. Annual listing fee for the Financial Year 2025-26 has been paid to
the NSE Limited and BSE Limited.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

As on March 31, 2025, the Board of Directors of your Company comprised of 6
Directors, viz., 2 Executive Directors and 3 Non-Executive Independent Directors
including 1 Woman Independent Director and 1 Non-Executive Non-Independent
Director.

APPOINTMENT

1. During the financial year Board comprising of the continuing directors have
appointed Mr. Sadasivam Deivanayagam (DIN: 07622466), Mr. Krishnamoorthi
Meyyanathan (DIN; 07845698) and Mr. Surulisubbu Vasudevan (DIN:10388399) as
Independent Additional Directors. Mr. Jeyakrishna Ganesan (DIN: 03208035), was
appointed as Additional Director on 14^th May 2024 and all the appointments has been
approved by the members of the company in the Annual General meeting held on
August 09^th 2024.

2. During the financial year, Ms. Narmadha Dinakaran (DIN: 01777888) was appointed
as an Additional Independent Director by the Board of Directors of the company on
29^th March 2025 for term of five years and same has been approved by the members
of the company via postal ballot approved on 11^th May 2025.

RESIGNATION

During the year, Mr. Sadasivam Deivanayagam (DIN: 07622466) has resigned from
the Board of the Directors of the company and committees of the Company on 29^th
March 2025.

Changes after the Financial year 31^st March 2025:

The members of the Company approved the following changes in Board of Directors
of the company via Postal ballot passed on 11^th May 2025.

Pursuant to Section 152 of the Act, Mr. Ganesan Jeyakrishna (DIN: 03208035),
Director is liable to retire by rotation at the ensuing AGM and being eligible, seeks re¬
appointment. The Board of Directors, on the recommendation of Nomination and
Remuneration Committee ('NRC'), recommended his re-appointment for consideration
by the Members at the ensuing AGM.

CHANGES IN THE KEY MANAGERIAL PERSONNELS (KMP):

During the Financial year, the company has appointed Mr. S. Pattabiraman as the
Chief Financial Officer with effect from 30^th May 2024 and Mr. S. Sundar as Company
Secretary and Compliance officer from 10^th June 2024.

7. INDEPENDENT DIRECTORS

The Board of Directors of your Company comprises optimal number of Independent
Directors. The following Non-Executive Directors are independent in terms of
Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

1. Mr. Krishnamoorthi Meyyanathan (DIN: 07845698)

2. Mr. Surilisubbu Vasudevan (DIN: 10388399)

3. Ms. Narmadha Dinakaran (DIN: 01777888)

None of the Directors of the Company are disqualified as per the provisions of Section
164 of the Act. The Directors of the Company have made necessary disclosures under
Section 184 and other relevant provisions of the Act.

Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence pursuant to Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations and are in compliance with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, the Independent Directors have also confirmed that they are not aware of
any circumstance or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties as Independent Directors
of the Company. The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold
highest standards of integrity (including the proficiency) and fulfils the conditions
specified in the Act read with Rules made thereunder and Listing Regulations and are
eligible & independent of the management.

Your Company has established procedures to be followed for familiarizing the
Independent Directors with their roles and responsibilities and business of the
Company. The details of the familiarization programmes imparted for Independent
Directors are available on the website of the Company at
https://www.bgrcorp.com/policy/familiarisation-program-FY-24-25.pdf

During the Financial Year 2024-25, a separate meeting of Independent Directors,
without the participation of Non-Independent Directors and members of the
Management was held on 29^th March 2025.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Ind AS as prescribed under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.
Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of Directors of
your Company hereby states and confirms that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st
March, 2025, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;

b) The Directors have selected such accounting policies 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 as at 31^st March, 2025 and of the profit and
loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act 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 that such Internal financial controls are adequate and were
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.

9. BOARD MEETINGS

The Board of Directors of the Company met Seven (7) times during the year under
review. The details of these meetings including the composition and attendance of the
Directors are provided in the Corporate Governance Report forming part of the Annual
Report.

The necessary quorum was present for all the meetings. The intervening gap between
the meetings was within the period prescribed under the provisions of Section 173 of
the Act.

10. COMMITTEES OF THE BOARD

The Board of Directors of the Company has formed the below mentioned Committees,
as per the provisions of the Act and as per Listing Regulations.

The committees reconstituted on 29^h March 2025

The details with respect to the composition, terms of reference and number of
meetings held during the year is provided in the Corporate Governance Report section
forming part of the Annual Report.

All the recommendations made by the committees of the Board were accepted by the
Board.

11. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India.

The report on Corporate Governance as stipulated under Listing Regulations is
attached to this report. Certificate from M/s. Mohankumar & Associates, Practicing
Company Secretaries, confirming the compliance with the conditions of Corporate
Governance as stipulated under the Listing Regulations is attached to Corporate
Governance Report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL AND DISCLOSURE UNDER RULE 8f5)fXin OF THE
COMPANIES (ACCOUNTS) RULES, 2014

During the year under review,

• No significant or material orders were issued by regulators, courts, or tribunals
against your Company that would affect its going concern status or future
operations

• Your Company did not require valuation for one-time settlements or while
obtaining loans from banks/financial institutions at any point during the period
under review.

• SEBI passed an Order for levying a penalty of Rs. 9 lakhs - details as mentioned
in the Secretarial Auditor's observation.

• The following petitions were filed under the Insolvency and Bankruptcy Code,
2016 by the Operational Creditors and Financial creditors.

13. WHISTLE BLOWER POLICY - VIGIL MECHANISM

Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing
Regulations, your Company has adopted a Whistle Blower Policy and has established
the necessary Vigil Mechanism for Directors and employees whereby direct access to
the Chairperson of the Audit Committee was provided. This framework is designed to
empower directors, employees, and other stakeholders to confidentially report any
unethical behaviour, fraud and violations of our code of conduct, thereby safeguarding
against victimization and promoting an ethical workplace.

Your Company hereby affirms that during the year under review no incident reported
under vigil mechanism and no person has been denied access to the Audit Committee.
Whistle Blower policy is available on the website of your Company at
https://www.bgrcorp.com/policv/WhistleBlowerPolicvCircular2024 V1.pdf.

14. H0LDING & SUBSIDIARY COMPANIES

The Policy for determination of material subsidiaries of your Company is available on
your website of the company

https://www.bgrcorp.com/policy/Material subsidiary policy.pdf.

According to the said policy, BGR Boilers Private Limited, BGR Turbines Company
Private Limited and Sravanaa Properties Limited is the material subsidiary of your
Company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries.
Further, pursuant to the Section 129(3) of the Act, a statement containing salient
features of the Financial Statements of your Company's Subsidiaries (including their
performance and financial position) in Form AOC-1 is annexed to this report as
Annexure - 2. Further, contribution of subsidiary(ies) to the overall performance of
your Company is outlined in Note No. 31 of the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the Audited Financial
Statements of your Company (Standalone & Consolidated) and other relevant
documents and audited Financial Statements of subsidiaries, are available on the
Company's website at https://www.bgrcorp.com/sebi lodr regulations.php.

As of March 31, 2025, your Company has one Joint Venture company viz. Mecon-Gea
Energy Systems (India) Ltd.

15. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Internal Financial Controls are an integral part of the risk management process,
addressing financial and financial reporting risks. It is commensurate with the size and
nature of operations. The internal financial controls have been embedded in the
business processes.

Assurance on the effectiveness of internal financial controls is done through
monitoring and review process by management and internal auditors during the
course of their audits. We believe that these systems provide reasonable assurance
that our internal financial controls are designed effectively. The Audit Committee
reviews the reports submitted by the Internal Auditors. Suggestions for improvement
are considered and the corrective actions are undertaken.

16. AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS

M/s. Anand and Ponnappan, Chartered Accountants, Chennai were appointed as
Statutory Auditors for term of five financial year from 2022-23 to 2026-27 at the AGM
held on September 29,2022 and the reports of Statutory Auditors forms a part of this
Annual Report.

The Auditors have given an Adverse opinion on Material Uncertainty relating to Going
Concern on the following basis and the Management reply are as below:

1. Classification ofworking capital borrowings held with Banks as "non-performing
assets', by all the lender Banks, despite regular servicing of interest obligation;

Management reply: The Company was regular and punctual in servicing interest
obligation till the date of classification of our account as NPA by the Banks, as per RBI
instructions. Management is taking efforts to settle the loan amicably by adopting
strategic measures for financial realignment.

2. Operational cash losses and working capital deficit on account of variable and fixed
overheads (inci. finance costandadmin expenses);

Management reply: The Company is reducing expenses and continues to do so to
overcome the losses.

3. Termination/Short-Ciosure ofmaterial orders ofthe company other than present
ongoing projects, which are under near completion and invocation ofperformance
andadvance bank guarantees issued thereon;

Management reply: Management is confident about getting new orders once the
liquidity position improves. Management is hopeful of the turnaround of its financials in
short period.

4. The company has an accumulated loss, which resulted in substantial erosion in
net worth.

Management reply: Promotors were already infused funds to reduce the losses.
Management is planning to source additional capital in future after settlement of banks
dues.

5. Un-Audited of Financial Statements ofSubsidiaries:

Management reply: The accounts of the Subsidiaries are currently under finalization.
The Company is in the process of completing the necessary accounting and audit
formalities and accordingly, the Financial Statements will be audited and made available
during the current financial year.

6. The Group has restated its consolidated financial results as on April 1, 2023, and
for the year ended March 31, 2024, based on the audited financial statements of
BGR Boilers Private Limited (for FY2021-22 and FY 2022-23) and BGR Turbines
Company Private Limited (for FY2022-23).

Management reply: As Audit of the Group companies were completed in 2024¬
25 the accounts as been restated accordingly as per Audited Financials of the
Subsidiaries.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the Company has appointed M/s. Mohan Kumar & Associates,
Company Secretary in practice to undertake the secretarial audit of the Company. The
Report of secretarial audit is annexed as Annexure - 3.

M/s. BGR Turbines Company Private Limited, M/s. BGR Boilers Privat Limited and M/s.
Sravanaa Properties Limited are material subsidiaries of the Company for the Financial
Year 2024-2025. However, the secretarial audit reports of all subsidiaries for the
financial year 2024-25 as required under Regulation 24A (1) of SEBI (Listing
Obligations and Disclosure Requirements is enclosed as Annexure-4 of the Directors
Report.

With reference to the observation(s) contained in the Secretarial Audit Report of BGR
ENERGY SYSTEMS LIMITED AND ITS SUBSIDIARIES, the Board of Directors
hereby submits its response as under:

1. Four Independent Directors of the Company resigned during the last week of
February 2024 and the Company has filled the vacancy caused in the Board of
Directors and its Committees by appointing three Independent Directors and one
Executive Director on May 14, 2024. During the intermittent period, the Company
had only two Non Independent directors.

Management Reply: The sudden resignation of four Independent Directors during
February 2024 created a temporary imbalance in the composition of the Board and
its Committees. The Company promptly appointed three Independent Directors and
one Executive Director on 14th May 2024.

2. The Company had obtained the approval of the members in the Annual General
meeting (AGM) held on 09/08/2024 for increase in Authorized Share capital &
consequential alteration in Memorandum of Association of the Company. The
Company is yet to file Form SH-7 with MCA for the same and the proposed capital
raise through rights issue was not implemented till date.

Management Reply: As our bank accounts were classified as NPA by the bankers
the Board has decided not to proceed with the proposed increase in Authorised
Share Capital. Accordingly, the earlier proposal stands revoked and members'
approval is sought in the ensuing AGM.

3. Details ofactions taken or initiated by BSE/NSE/SEBI during the reporting period
are as follows:

Management Reply: The Company has taken note of the order and has
strengthened its internal compliance framework to avoid recurrence of such
instances.

4. As per the financials as on 31.03.2024, M/s. BGR Boilers Private Limited is a Material
Subsidiary for the Company (Net Worth of the subsidiary exceeds 20% of the
consolidated Net Worth). But an Independent Director ofthe Company is yet to be
appointed in their Board. We further note that SEBI vide its adjudication Order
dated 24.09.2024 levied penalty for non-appointment ofIndependent Director of
the Company in the Board ofits Material Subsidiaries (as per the Financials as on
31.03.2023),M/s.Sravanaa Properties PvtLtd& M/s. BGR Turbines PvtLtd.

Management Reply: The process of appointing Independent Directors in the
material subsidiaries is underway and expected to be completed within this year.

5. The Financials have been consolidated based on the unaudited and provisional
financials ofthe subsidiaries, as qualified by the statutory auditors.

Management Reply: The accounts of the Subsidiaries are currently under
finalization. The Company is in the process of completing the necessary accounting
and audit formalities and accordingly, the Financial Statements will be audited and
made available during the current financial year.

6. The Company has been maintaining the Structural Digital Database Software (SDD
Software) providedby Orion Legal Supplies, Mumbai. However, the validity ofthe
software got expired on 09.12.2023, which was later renewed on 03.07.2024. As
on date, the SDD Software fulfils the requirement under the SEBI (PIT) Regulations,
2015.

Management Reply: The system is now fully compliant with SEBI (PIT)
Regulations, 2015.

7. Certain disclosures such as GST demand order, Termination of contract, NPA

disclosure ofbanks, AGMproceedings, CIRPIntimations, Quarteriydisciosures of
outstanding debts under default (SEBI Master Circular dated 11.07.2023) were
made late with clarifications to the respective Exchanges.

Management Reply: Late filing was due to non-availability of Key Management
Personnel and staff.

8. Submission of Compliance Certificate under Regulation 74(5) of (Depositories &
Participants) Regulations, 2018 for the Quarters April 2024 and April 2025 was
made after 15 days from the end ofthe said quarters.

Management Reply: The certificate for the quarters April 2024 and April 2025
was filed after the prescribed period and the Company has taken corrective steps
to avoid recurrence.

BGR BOILERS PRIVATE LIMITED

9. Appointment of Woman & Independent Director (Sec. 149), Internal Auditor (Sec.
138) & Key Managerial Personnel (Sec. 203), Annual Performance Evaluation (Sec
134(3)(p)) & Constitution of Audit & Nomination and Remuneration Committee
(Sec. 177 & 178) and Framing of Vigil Mechanism Policy (Sec 177(9) & (10)).

Management Reply: The Company acknowledges the delay and necessary steps
are being taken to comply.

10. Non-filing ofform MGT-14 for Board's approval ofthe financial & other approvals
as required under Sec 117(3)

Management Reply: The pending filings will be completed shortly.

11. The Company has conducted the 13^h AGM for the FY 2022-2023 on 28/03/2025
after the due date. The Auditors report for the FY 2022-23 is qualified citing
material uncertainty over going concern. The financial statements for FY23-24 and
FY24-25 is in the process offinaiization.

Management Reply: The Company acknowledges the delay and necessary steps
are being taken to comply. The accounts are under finalisation and will be
completed shortly.

12. As per the provisions ofthe Companies Act, the Company qualifies as a deemed
public company with paid up capital exceeding INR 50 Crores (INR 135.58 Crores),
and Secretarial Audit is applicable for the financial year 2022-2023 under section
204 ofthe Companies Act, 2013. However, the said report was not annexed to the
Annual Report ofthe Company (BGR Boilers).

Management Reply: The omission of annexing the Secretarial Audit Report to
the Annual Report was inadvertent. The Board assures that such lapses will not
recur and due compliance will be ensured in future.

BGR TURBINES COMPANY PRIVATE LIMITED

13. Appointment of Woman & Independent Director (Sec. 149), Internal Auditor (Sec.
138) & Key Managerial Personnel (Sec. 203), Annual Performance Evaluation (Sec
134(3)(p)) & Constitution of Audit & Nomination and Remuneration Committee
(Sec. 177 & 178) and Framing of Vigil Mechanism Policy (Sec 177(9) & (10)).

Management Reply: The Company acknowledges the delay and necessary steps
are being taken to comply.

14. Non-filing of form MGT-14 for Board's approval of the financial & other approvals
as required under Sec 117(3) and DIR-3-KYC for Mr. Tsuyoshi Takano

Management Reply: The pending filings will be completed shortly.

15. The Company has conducted the 14^th AGM for the FY 2023-2024 and FY 24-25 is
in process of finalization. The AGM for FY 23-24 is yet to be conducted, the related
annual filings are also to be completed for the same.

Management Reply: The Company acknowledges the delay and necessary steps
are being taken to comply. The accounts are under finalisation and will be
completed shortly.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, M/s. R Bhupathy & Co, Chartered Accountants, were appointed as the
Internal Auditors to conduct the audit for the year under review. The Internal Auditor
of the Company reports functionally to the Audit Committee of the Company, which
reviews and approves risk based annual internal audit plan. The Audit Committee
periodically reviews the performance of internal audit function. The recommendations
of the internal audit team on improvements required in the operating procedures and
control systems are also presented to the Audit Committee, for the teams to use these
tools to strengthen the operating procedures.

COST AUDITOR

The Company is required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 and
accordingly during the year such accounts and records were made and maintained by
the Company. The Board of Directors have appointed J.V. Associates, Cost
Accountants as the Cost Auditor of the Company for the Financial year 2024-25, under
Section 148 of the Companies Act, 2013.

The Cost Audit Report for the financial year ended March 31, 2024 was submitted to
the Central Government within due date. The audit report is unqualified and without
reservation or adverse comment on compliance. The report for March 31,2025 is also
unqualified and will be filed within the due date.

REPORTING OF FRAUD BY AUDITORS

During the year under review, none of the Auditors have not reported any instances
of frauds committed in the Company by its officers or employees, to the Audit

Committee under Section 143(12) of the Act, details of which needs to be mentioned
in this Report.

17. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act together with Rule 12 of
the Companies (Management and Administration) Rules, 2014, your Company has
placed a copy of the annual return as of March 31, 2025 on its website at
https://www.bgrcorp.com/sebi lodr regulations.php.

18. REWARDS & RECOGNITION

During the year under review, your Company was felicitated with:

1. Product Business Division (PBD)

• ISO 45001:2018 &ISO 14001:2015 Surveillance Audits:

o Successfully completed the first surveillance audit for ISO 45001:2018
(Occupational Health and Safety Management) and ISO 14001:2015
(Environmental Management Systems) at the PBD Factory on May 29,
2024.

o Successfully completed the second surveillance audit for the same
standards at the PBD Factory on May 14, 2025.

2. Neyveli Uttar Pradesh Power Limited (NUPPL) - Ghatampur Thermal
Power Station (GTPS)

• Unit-1 Commissioning:

o Achieved Commercial Operation Date (COD) for Unit-1 (660 MW) of the
GTPS in Uttar Pradesh on December 12, 2024, following the completion
of trial operations on December 7,2024.

o This marks NLC India's first supercritical thermal power plant to
commence commercial operations, contributing significantly to the
region's power supply.

3. Electrical Projects Division

• ISO 45001:2018 &ISO 14001:2015 Surveillance Audit:

o Successfully completed the second surveillance audit for ISO
45001:2018 and ISO 14001:2015 on January 10, 2025.

4. Power Project Division & Electrical Project Division

• ISO 9001:2015 Re-Certification Audit:

o Successfully completed the re-certification audit for ISO 9001:2015
(Quality Management Systems) on February 11, 2024.

1. Successfully commissioned the 230 KV Tie line Towers with EHC cabling,
Equipment's, 230 KVGIS Partial Bays & Ventilation Equipment's have been
Successfully Commissioned and kept in Observations and Hold Good.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy - As most of the Projects are near completion and no
new orders, no major initiative has been taken in this regard

(B) Technology Absorption - Rule 8 (3)(B) of Companies (Accounts) Rules 2014 is
not applicable to the Company.

(C) Foreign Exchange Earnings and Outgo - Foreign Exchange Earnings Rs. 1300
lakhs and Outgo is Rs. 1 lakh

20. DEPOSITS

Your Company has not accepted any deposits during the year under review falling
within the ambit of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

21. DISCLOSURES AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is dedicated to providing a healthy work environment to all employees,
free from any form of prejudice or gender bias. In line with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the
applicable rules Company has implemented a gender-neutral Policy for:

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("POSH")
and constituted an Internal Complaints Committee ("ICC").

Your Company has also established a grievance procedure for protection against
victimization.

The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace is available on the website of your Company at Policies for employees to
access as and when required.

22. COMPLIANCE UNDER MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended, and has duly implemented all benefits and entitlements prescribed under
the Act for eligible women employees, including paid maternity leave, nursing breaks,
and creche facilities where applicable. The Company is committed to providing a
supportive and inclusive workplace for all employees in accordance with statutory
requirements.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments covered under the provisions of
Section 186 of the Companies Act, 2013 are disclosed in the note No.3 to the Financial
Statements.

24. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, your Company
has formulated a Related Party Transactions (RPT) Policy which is being periodically
reviewed by the Audit Committee and approved by the Board. The RPT Policy is
available on your Company's website at https://www.bgrcorp.com/policv/policv-on-
related-partv-transactions2025.pdf.

All transactions entered into with related parties during the year under review were in
the ordinary course of business and on an arm's length basis and were approved by
the Audit Committee and the Board of Directors.

During the year under review there were no material transactions entered by the
Company with any of its related parties necessitating approval of the members.

Particulars of the contracts, arrangements or transactions entered during Financial
Year 2024-25 that fall under the scope of Section 188(1) of the Act in the prescribed

Form AOC-2 is annexed to this report as "Annexure - 2".

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.

25. RISK MANAGEMENT

The Company as part of Standard Operating System and Procedure institutionalized
risk management covering risk identification, mitigation and management measures.
The Risk Charter and Policy have been brought to practice as part of internal control
systems and procedures. The Management has applied the risk management policy to
business activities and processes, and this is reviewed to ensure that executive
management manages risk through means of a properly defined framework. The
Company is taking steps to make the risk management process more robust and
institutionalized.

26. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has Corporate Social Responsibility Committee constituted by the Board
of Directors with Mrs. Sasikala Raghupathy as Chairperson and Mr. Arjun Govind
Raghupathy and Mr. Jeyakrishna Ganesan as members of the Committee. The CSR
Policy formulated and recommended by the Committee is in place.

Even though the company is under the obligation as per turnover in March 31, 2024,
to spend amount in accordance with Sec.135 of the Companies Act,2013 no amount
need to be spent as the last three immediately preceding financial years, the Company
has net losses. Refer Annexure-6

27. BOARD EVALUATION

Pursuant to provisions of the Act and the Listing Regulations, annual performance
evaluation of the Directors including the Chairperson, Board and its Committees has
been carried out. As part of the evaluation process, individual criteria for each of the
exercise was formulated. Each member of the Board/Committee/Director was sent a
formal questionnaire to evaluate different categories based on several parameters.
According to the Act and Listing Regulations, they had to rate each parameter
individually. The evaluations were presented to the Board, Nomination and
Remuneration Committee, and the Independent Directors Meeting for review.

28. PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act and
Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director is annexed to this report as "Annexure
- 7.

Further, the information pertaining to Rule 5(2) and 5(3) of the aforesaid Rules,
pertaining to the names and other particulars of employees is available for inspection
at the Registered office of the Company during business hours and the Annual Report
is being sent to the members excluding this. Any shareholder interested in obtaining
a copy of the same may write to the Company Secretary and Compliance Officer at
the Registered Office address or by email to sundar.srinivasan@bgrenergy.com

29. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Act, Company complies with all
applicable mandatory Secretarial Standards as issued by the Institute of Company
Secretaries of India ("ICSI").

30. DIRECTORS & OFFICERS INSURANCE POLICY

The Company has taken Directors & Officers Insurance Policy for the sum assured of
Rs. 50 crores from a Private Insurance Company and is being renewed every year.

31. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has in place following policies/codes and the same are available in the
website of the Company at https://www.bgrcorp.com/policy.php.

This code lays down guidelines advising the management, Designated Persons and
other connected persons, on procedures to be followed and disclosures to be made
by them while dealing with the shares of the Company, and while handling any
Unpublished Price Sensitive Information, cautioning them of the consequences of
violations. All compliances relating to Code of Conduct for Prevention of Insider
Trading are being managed through a web-based portal installed by the Company.

In Compliance with the abovementioned Regulations, Structural Digital Database
(SDD) was maintained by your Company and necessary entries were made to monitor
and record the flow of sharing of Unpublished Price Sensitive Information. Adequate
training was provided to all employees on the compliance procedures provided in the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

32. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the Financial Year of the Company
to which the Financial Statements relate and till the date of this Report.

The Company did not undergo any change in the nature of its business during the
Financial Year 2024-2025.

33. ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for all the guidance and
co-operation received from all its clients, vendors, bankers, financial institutions,
business associates, advisors, and regulatory and government authorities.

Your Directors also take this opportunity to thank all its shareholders and stakeholders
for their continued support and all the employees for their valuable contribution and
dedicated service.

For and on behalf of the Board

Place: Chennai Ganesan Jeyakrishna Arjun Govind Raghupathy
Date:14-08-2025 Director Managing Director

DIN:03208035 DIN:02700864