Your directors is presenting the 40^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, 2026.

1. FINANCIAL RESULTS

The Standalone and Consolidated Financial Statements of your Company for the Financial Year
ended March 31, 2026, 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,
2026 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 2025-26, the Board of Directors have not recommended

any dividend for the year.

4. TRANSFER TO RESERVE

Due to losses in the financial year 2025-26, no amount has been transferred to reserves.

5. SHARE CAPITAL & LISTING

• The shareholders of the Company had previously approved, at the Annual General
Meeting held on 09^th August 2024, the increase in the Authorized Share Capital of the
Company from ^1,00,00,00,000 (Rupees One Hundred Crore only) divided into
10,00,00,000 (Ten Crore) equity shares of ?10/- each to ^17,00,00,00,000 (Rupees
One Thousand Seven Hundred Crore only) divided into 1,70,00,00,000 (One Hundred
Seventy Crore) equity shares of ?10/- each, along with the consequential alteration of
Clause V of the Memorandum of Association of the Company.

Subsequently, the Board of Directors reviewed the matter and noted that the
proposed increase in the Authorized Share Capital could not be implemented at this
stage owing to the classification of the Company's banking accounts as Non¬
Performing Assets (NPA) by the bankers. Hence, the Board considered it prudent to
withdraw the proposed increase in Authorized Share Capital and the related
amendment to Clause V of the Memorandum of Association so as to avoid incurring
unnecessary statutory costs, regulatory filings and stamp duty obligations associated
with such increase.

Accordingly, the shareholders of the Company, at the 39^th Annual General Meeting
held on Friday, 26^th September 2025, approved by way of a Special Resolution the
revocation of the resolutions passed on 09^th August 2024 in relation to the increase
in Authorized Share Capital and the consequential alteration of Clause V of the
Memorandum of Association. Pursuant thereto, the Authorized Share Capital of the
Company shall continue to remain at ^1,00,00,00,000 (Rupees One Hundred Crore
only) divided into 10,00,00,000 (Ten Crore) equity shares of ?10/- each, and Clause
V of the Memorandum of Association shall stand restored to its original form as
existing prior to the aforesaid resolutions.

Debt Assignment to NARCL and Increase in Authorised Share Capital: During the year,
the outstanding loan facilities of the Company classified as Non-Performing Assets
(NPAs) by the consortium of nine lending banks were assigned to the National Asset
Reconstruction Company Limited (NARCL), together with the underlying security
interests and other related rights. Pursuant thereto, the Company has been engaged
in discussions with NARCL for arriving at a mutual settlement of the outstanding dues.

In order to strengthen the financial position by raising Capital, the Company proposed
to increase the authorised share capital of the Company and the shareholders of the
Company approved the increase in the Authorised Share Capital of the Company from
^100,00,00,000 (Rupees One Hundred Crores only) to ^200,00,00,000 (Rupees Two
Hundred Crores only), divided into 20,00,00,000 equity shares of ?10 each, with such
rights, privileges and conditions as may be determined by the Board of Directors at

the time of issue, subject to the provisions of the Companies Act, 2013, by passing
the resolution through Postal Ballot on 5^th July 2026.

• 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 2025-2026.

• 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 2026-27 has been paid to the NSE Limited and BSE Limited.

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

As on March 31, 2026, 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/RE-APPOINTMENT/REGULARIZATION:

1. During the financial year, Mr. Krishnamoorthi Meyyanathan (DIN: 07845698) and Mr.
Surulisubbu Vasudevan (DIN: 10388399) were re-appointed as Independent Directors of the
Company for a second term of five consecutive years, commencing from 14^th May 2025 up to
13^th May 2030. Subsequently, reappointment of Mr. Krishnamoorthi Meyyanathan (DIN:
07845698) and Mr. Surulisubbu Vasudevan (DIN: 10388399) was approved by the members
by way of Special Resolution passed through Postal Ballot on 11^th May 2025.

2. During the financial year, Ms. Narmadha Dinakaran (DIN: 01777888), who was appointed
by the Board of Directors as an Additional Independent Director of the Company on 29^th March
2025 for a term of five consecutive years up to 28^th March 2030, was regularized as an
Independent Director of the Company pursuant to the approval of the members by way of
Special Resolution passed through Postal Ballot on 11^th May 2025.

RESIGNATION/ CHANGES IN KMP

During the year, Mr. S. Pattabiraman was re-designated from the position of Chief Financial
Officer to Vice President - Accounts with effect from 01^st September 2025.

Consequent to the above, Mr. S. Sundar, Company Secretary, was appointed as the Chief
Financial Officer of the Company, in addition to his existing responsibilities as Company
Secretary, with effect from 01^st September 2025.

Pursuant to Section 152 of the Act, Mr. Arjun Govind Raghupathy (DIN: 02700864), Director
is liable to retire by rotation at the ensuing Annual General Meeting 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 Annual General Meeting.

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.

The 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 athttps://www.bgrcorp.com/policv/familiarisation-program-FY-25-26.pdf

During the Financial Year 2025-26, a separate meeting of Independent Directors, without the
participation of Non-Independent Directors and members of the Management was held on
13^th February 2026.

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 31st March 2026
the applicable accounting standards read with requirements set out under Schedule
III to the Act had been followed and there are no material departures from the same;

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, 2026 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 Four (4) 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 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. S Satheesh Kumar & 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 8(5)(XII) 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.

• 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 policy1.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. 41 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, 2026, 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 Annual General Meeting
held on September 29, 2022 and the reports of Statutory Auditors forms a part of this Annual
Report.

The Statutory Auditors of the Company have issued their Audit Report on the Standalone
Financial Results of the Company for the financial year ended 31st March 2026 with an
unmodified opinion. The Auditors have drawn attention to certain matters by way of Emphasis
of Matter, including claims relating to NUPPL Ghatampur contract, NTTPs Vijayawada contract,
assignment of dues by certain banks to NARCL and material uncertainty relating to going
concern. However, the Auditors have stated that their opinion is not modified in respect of
the said matters. No qualification has been raised by Auditors in the Standalone Audit Report.

The Statutory Auditors have issued a Qualified Opinion on the Consolidated Financial Results
of the Company for the financial year ended 31^st March 2026. The qualification primarily
relates to:

1. Reliance on unaudited financial statements of certain subsidiaries and a joint venture,
which were furnished by the management and not audited by the Statutory Auditors.

Management Response: At the time of finalisation of the consolidated financial statements,
the statutory audits of the subsidiaries and the joint venture were pending. The Company has
since taken necessary steps to ensure that future consolidated financial statements are based
on audited financial statements.

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. S Satheesh 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 Private Limited and M/s.
Sravanaa Properties Limited are material subsidiaries of the Company for the Financial Year
2025-2026. Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial Audit Reports of the material subsidiaries
for the financial year ended 31 March 2026 are annexed to this Board's Report as Annexure-

4.

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. The Statutory Auditors of the Company issued a Qualified Opinion on the Audited
Consolidated Financial Results for the year ended March 31, 2026. The consolidation
was based entirely on the un-audited, management-certified provisional financials of
its material subsidiaries, namely BGR Boilers Private Limited and BGR Turbines
Company Private Limited, meaning the true impact of final audit adjustments remains
unverified.

Management response: The consolidated financial statements were prepared based
on provisional financial information of the material subsidiaries, as their statutory
audits were pending for completion. Necessary adjustments, if any, will be considered
upon completion of the audits.

2. The Company has not complied with the provisions of Section 136 of the Companies
Act, 2013 read with Regulation 46(2)(s) of the SEBI (LODR) Regulations, 2015, as the
separate audited financial statements of BGR Boilers Private Limited and BGR Turbines
Company Private Limited for the financial year 2024-25 were uploaded on the
Company's website only in June 2026 instead of being made available at least twenty-
one days prior to the Annual General Meeting held on 26 September 2025.

Management response: The delay was due to the non-availability of the audited
financial statements of the material subsidiaries within the prescribed timeline. The
Company has since uploaded the same.

3. The minutes of the Board meetings of the unlisted subsidiaries were not placed before
the Board of Directors of the holding Company during the reporting period, as
mandated by Regulation 24(3) of SEBI LODR.

Management response: The Company places the minutes of the Board Meetings of
the unlisted subsidiaries at the last Board Meeting of the year, as a practice. Henceforth
the minutes of the Board Meetings of the unlisted subsidiaries will be placed in the
holding Company's all Board Meetings.

4. The Company failed to appoint Independent Directors onto the Boards of its material
unlisted subsidiaries (BGR Boilers Private Limited, BGR Turbines Company Private
Limited, and Sravanaa Properties Limited) in compliance with Regulation 24 of SEBI
LODR.

Management response: The Company has initiated the process for appointment of
Independent Directors on the Boards of its material unlisted subsidiaries and will
ensure compliance with Regulation 24 of the SEBI LODR Regulations.

5. Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act),
the Company delayed payments to micro and small vendor partners. As of March 31,
2026, a total principal balance of Rs.11,210 lakhs remains overdue, carrying an un¬
cleared compound interest liability of Rs. 5,952 lakhs.

Management response: The delay in payment of MSME dues was primarily due to
the Company's liquidity constraints and financial stress. The Company is making
continuous efforts to clear the outstanding dues.

6. In non-compliance with the timelines under Chapter VI of the Act, the Company has
failed to register the satisfaction of closed or resolved corporate bank charges with the
Registrar of Companies (ROC). Total pending charge satisfactions stand at Rs. 5,484
lakhs across lenders including State Bank of India, Axis Bank, ABN Amro Bank, HDFC
Bank, and ICICI Bank.

Management response: The pending charges have all been relating to the period
between 2006 and 2011 and there are no outstandings against those
charges. However, as these charges are very old, the required satisfaction of charge
letters could not be received from banks despite repeated follow ups. In respect of
ABN Amro, no follow up could be made as the bank itself has wound up its
operations. Therefore these old redundant charges could not be closed. Therefore,
these charges could not be closed, and the satisfaction of such charges could not be
registered on the Ministry of Corporate Affairs (MCA) portal.

7. The Company continues to operate in persistent default of Section 135 of the Act,
holding an accumulated historical shortfall of unspent and un-transferred Corporate
Social Responsibility (CSR) funds totalling Rs.1,301 lakhs up to the financial year 2019¬
20.

Management response: The accumulated CSR shortfall pertains to earlier financial
years and was primarily due to the Company's financial constraints.

8. The Stock Exchanges imposed an aggregate penalty of Rs. 1,06,200/- on the Company
for delays in the timely submission of its Consolidated Review Report.

Management response: The delay was inadvertent, and the Consolidated Review
Report was subsequently submitted. The Company has strengthened its compliance
mechanisms 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 response: The Company acknowledges the delay and necessary steps
are being taken to comply.

10. Company has conducted the 15th AGM for the financial year 2023-24 on 19th
December 2025 after the due date. The 16th AGM for the Financial Year 2024-25 held
on 29th May 2026 after the due date.

Management response: The Company acknowledges the delay and the same has
since been complied with.

11. The Company had not complied with the provisions of Rule 9A of the Companies
(Prospectus and Allotment of Securities) Third Amendment Rules, 2018, as amended,
during the audit period, as 9,49,00,000 equity shares of Rs.10 each, constituting
69.9935% of the issued share capital of the Company, remained in physical form as
at 31st March 2026. However, the Company has completed the dematerialisation of
the said shares as on the date of this Report.

Management response: Though the Company has taken steps to demat the shares,
due to procedural delay it was completed after March 2026 and all the equity shares
of the Company are now held in dematerialised form.

12. Non-compliance under Section 177 and 188 (Unapproved Related Party Transactions
& Advances): The Company has accepted unsecured customer advances and
maintained trade payables aggregating to Rs. 5,47,92,83,679/- (Rupees Five Hundred
and Forty Seven Crores Ninety Two Lakhs Eighty Three Thousand Six Hundred and
Seventy Nine ) from related parties without obtaining the requisite approvals from the
Audit Committee and the Board of Directors, resulting in non-compliance with the
provisions of Sections 177 and 188 of the Companies Act, 2013.

Management response: The non-compliance was primarily due to the absence of a
duly constituted Audit Committee during the relevant period.

13. Non-compliance under the Foreign Exchange Management Act (FEMA), 1999 - The
Company has failed to settle its long-outstanding foreign currency trade payables or
obtain the requisite approvals/extensions from the AD Bank/RBI, resulting in a foreign
exchange loss of Rs. 4,33,88,669/- (Rupees Four Crores Thirty-Three Lakhs Eighty-
Eight Thousand Six Hundred and Sixty-Nine) as on 31 March 2026, in contravention of
FEMA, 1999 and the rules made thereunder.

Management response: The non-compliance was primarily due to disputes with the
overseas supplier and the payment is kept pending. The Company is taking necessary
steps to resolve the dispute, and the payment will be made after the settlement.

BGR TURBINES COMPANY PRIVATE LIMITED

14. 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 response: The Company acknowledges the delay and necessary steps
are being taken to comply.

15. The Company has conducted the 15th AGM for the financial year 2023-24 on 31st
October 2025 after the due date. The 16th AGM for the Financial Year 2024-25 held
on 28th May 2026 after the due date.

Management response: The Company acknowledges the delay and the same has
since been complied with.

16. The Company has significant foreign currency trade payables due to a related party
for the import of goods that have remained outstanding for a period exceeding three
years, accumulating to a total of Rs. 88,28,64,669 (Rupees Eighty-Eight Crores
Twenty-Eight Lakhs Sixty-Four Thousand Six Hundred and Sixty-Nine) as of 31 March
2026.

The Company has failed to file the mandatory applications for an extension of the
remittance time limit with its Authorized Dealer (AD) Banker or the Reserve Bank of

India (RBI). This is an ongoing contravention of the Foreign Exchange Management
(Export of Goods & Services) Regulations, 2015, read with applicable RBI Master
Directions on Imports.

Management response: The outstanding foreign currency trade payables pertain to
transactions with a related party. The delay in settlement and filing of the requisite
applications with the AD Bank/RBI was due to ongoing discussions between the
parties.

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 2025-26, under Section 148 of the Companies Act, 2013.

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, 2026 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 Re-Certification Audits

Successfully completed the re-certification audits for ISO 45001:2018 (Occupational Health
and Safety Management System) and ISO 14001:2015 (Environmental Management System)
at the Product Business Division (PBD) Factory on 29th April 2026.

Successfully completed the Intertek Workplace Conditions Assessment (WCA) Audit on 10th
June 2026.

2. Electrical Projects Division

ISO 45001:2018 & ISO 14001:2015 Re-Certification Audits

Successfully completed the re-certification audits for ISO 45001:2018 and ISO 14001:2015 on
16th February 2026.

3. Power Project Division & Electrical Projects Division
ISO 9001:2015 Second Surveillance Audit

Successfully completed the ISO 9001: 2015 Quality Management System (QMS) Second
Surveillance Audit on 20th February 2026.

4. Neyveli Uttar Pradesh Power Limited (NUPPL)- Ghatampur Power Station
(3X660MW)

Further to commercial operation of Unit# 1 in Dec'24, achieved Unit#2 commercial operation
date in Nov'25. Supplying power to state and national grid.

Unit#3 in advance stage in synchronisation.

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. 246 lakhs
and Outgo is Rs. 27 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.

The following is a summary of the complaints received and disposed of during the financial
year under review:

22. COMPLIANCE UNDER MATERNITY BENEFITS ACT, 1961/CODE ON SOCIAL
SECURITY, 2020

In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as introduced by the
Companies (Accounts) Second Amendment Rules, 2025, the Board of Directors hereby
confirms that during the financial year ended March 31, 2026, the Company has complied with
all applicable provisions of the Maternity Benefit Act, 1961, as subsumed and consolidated
under Chapter VI of the Code on Social Security, 2020, and the rules framed thereunder, as
amended from time to time.

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 athttps://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 2025¬
26 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 a Corporate Social Responsibility Committee constituted by the Board of
Directors, comprising Mrs. Sasikala Raghupathy as the 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.

However, the provisions relating to CSR spending are not applicable to the Company for the
financial year 2025-26 and accordingly, no CSR expenditure was required to be incurred
during the Financial Year 2025-26.

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
tosundar.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

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and
commitments affecting the financial position of the Company have occurred between the end
of the financial year and the date of this Report:

1. Proceedings under the Insolvency and Bankruptcy Code, 2016

An application under the Insolvency and Bankruptcy Code, 2016 (IBC), filed by the
Financial Creditor, National Asset Reconstruction Company Limited (NARCL), seeking
initiation of the Corporate Insolvency Resolution Process (CIRP) against the Company,
was admitted by the Hon'ble National Company Law Tribunal (NCLT), and an Interim
Resolution Professional (IRP), Mr. Dommeti Surya Rama Krishna Saibaba (Registration
No. IBBI/IPA-003/IP-N00165/2018-2019/12106), was appointed. Consequent to the
admission, a moratorium under Section 14 of the IBC came into effect.

The Company has challenged the aforesaid order before the Hon'ble National Company
Law Appellate Tribunal (NCLAT), Chennai Bench. The Hon'ble NCLAT, by its order
dated April 30^th , 2026, suspended the operation of the order passed by the Hon'ble
NCLT dated April 17^th , 2026. Subsequently, the interim stay granted by the Hon'ble
NCLAT was extended on June 15^th , 2026. As on the date of this Report, the matter
is pending adjudication before the Hon'ble NCLAT and is listed for further hearing on
July 30^th, 2026. Taking note of the recent developments relating to the settlement
proposal with NARCL, the Hon'ble NCLAT adjourned the matter to September 28, 2026,
and continued the interim suspension of the order passed by the Hon'ble NCLT. As on
the date of this Report, the matter is pending adjudication before the Hon'ble NCLAT.

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
BGR ENERGY SYSTEMS LIMITED

Place: Chennai Ganesan Jeyakrishna Arjun Govind Raghupathy

Date: 29-07-2026 Director Managing Director

DIN:03208035 DIN:02700864