BGR Energy Systems Ltd Directors Report

To the Members of

BGR ENERGY SYSTEMS LIMITED

Your directors is presenting the 39^th Boards 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:

(Rs. in Lakhs)

DESCRIPTION	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Income from operations	45119	101221	45248	101236
Other income	18925	10814	21016	10906
Total income	64044	112035	66264	112142
Profit before exceptional item and tax	(97641)	(67680)	(96846)	(68544)
Tax expense
Current Tax	0.00	0.00	0.00	0.00
Deferred Tax	0.00	7535	0.00	7536
Net profit after tax	(98105)	(75215)	(97310)	(76080)
Other comprehensive income(net)	344	546	344	545
Profit / ( Loss)after OCI	(97761)	(74669)	(96966)	(75535)

2. COMPANYS OPERATING PERFORMANCE AND STATE OF AFFAIRS:

The Companys 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 20242025.

• 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.

SL.NO	NAME OF INDEPENDENT DIRECTOR	Nature of Changes	TERM OF REAPPOINTMENT
1.	Ms. Narmadha Dinakaran (DIN:01777888)	Appointment	29th March 2025 to 28th March 2030
2.	Mr. Krishnamoorthi Meyyanathan (DIN:07845698)	Re-appointment	14th May 2025 to 13th May 2030
3.	Mr. Surilisubbu Vasudevan (DIN:10388399)	Re-appointment	14th May 2025 to 13th May 2030

DIRECTOR LIABLE TO RETIRE BY ROTATION

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 reappointment. 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. DIRECTORS 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.

AUDIT COMMITTEE*
Mr.Krishnamoorthi Meyyanathan	Chairperson
Mr.Surilisubbu Vasudevan	Member
Ms.Narmadha Dhinakaran	Member
Mr.Arjun Govind Raghupathy	Member

 

NOMINATION REMUNERATION COMMITTEE*
Mr.Krishnamoorthi Meyyanathan	Chairperson
Mr.Surilisubbu Vasudevan	Member
Mrs. Sasikala Raghupathy	Member

 

STAKEHOLDER RELATIONSHIP COMMITTEE*
Mr.Krishnamoorthi Meyyanathan	Chairperson
Mr. Ganesan Jeyakrishna	Member
Mr.Arjun Govind Raghupathy	Member

 

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mrs. Sasikala Raghupathy	Chairperson
Mr.Surilisubbu Vasudevan	Member
Mr.Arjun Govind Raghupathy	Member

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 Auditors observation.

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

Sl No	Case No	Claim by	Description	Claim Value (Rs Crores)	St a t us
1	CP.No.62/2021	Tyco Fire and Security	Claim for supplies	1.85	Stayed by AP High Court in WP no. 22066/2024
2	CP.No.41/2021	Raj Lifters	Claim for hiring of Crawler Crane	1.26	Stayed by AP High Court in WP no. 22077/2024
3	CP.No.43/2022	Elecon Engineering	Claim for supplies as per Arbitration award dated 2.09.2019	56.98	Stayed by AP High Court in WP no. 20331/2024
4	C.P. No. 124/2022	Infra Concrete	Civil Works service	7.27	Stayed by AP High Court in WP no.20333/2024
5	C. P. No. 123/2022	Trinity Associate	Civil Works service	5.86	Stayed by AP High Court in WP no. 20334/2024
6	Rest Appln 17 /2024 CP No.4/2022	M r.Keerti Prasad - GKS Associates	claim for supply and renting of scaffolding materials	5.99	Stayed by AP High Courtin WP No. 377 / 2025
7	C.P.No. 127/2022	Kanwar Enterprises Private Limtied	Suplply of materials	4.73	Stayed by AP High Court in WP no. 20330/2024
8	CP.No.10/2022	Sunrises Industries	Claim for supplies	3.50	Stayed by AP High court in WP no.22051/2024
9	Rest-IBC- 1/ 2024. CP IB 36 / 2022	Siemens	Claim for supply and installation of 33KV/230 KV GIS substation at Thiruvanmiyur,	3.05	Stayed by A.P High court WP 22023/2024
10	C.P. No.81/2022	Shri Shri Krishna Rail	Civil Works service	2.66	Stayed by AP High Court in WP no. 22064/2024
11	C.P. No.79/2022	Sri Priya Construction@ Andipati Devadasan	Civil Works service	1.32	Stayed by AP High Court in WP no. 18980/2024
12	CP IB 18/9/2023	Suntech	Crane Hiring Chrarges	2.18	Stayed by AP High Court in WP/10971/2025
13	C.P. (IB) - 8/2023	Karpara Project Engineering Private Limited	Arbitration Award	7.95	Stayed by AP High Court in WP no.20329/2024
14	CP IB 01/2024	Allcargo	Transport Sevice	4.23	Stayed by AP High Court in WP no. 22067/2024
15	CP IB 2 / 2024	Govind Services Agenices	Claim for services	2.64	Stayed by AP High Court in WP no. 22076/2024
16	CP IB 05 / 2024	SBJ Projects	Claim for services	4.74	Stayed by AP High Court in WP no. 22065/2024
17	CP IB 14 / 2024	L & T	Clain for supplly	14.55	Stayed by AP High court in WP no.22025/2024
18	Rest- Appl(IBC)/4/2024	Abhi Engineering Private Limited	Civil Works service	7.44	Stayed by AP High court in WP no.22061/2024
19	CP IB No 23 / 2024	Dynamic SS Engineering	Claim for Service	1.74	Stayed by AP High court in WP no.22062/2024
20	CP IB 31 / 2024	Dynamic SS Construction	Claim for Service	1.48	Stayed by AP High court in WP no.22060/2024
21	CP IB 45/2024	Aakash Gupta	Claim for supply	1.42	Stayed by AP High court in WP/11308/2025
22	CP IB 46/2024	DTH Infra Engineers	RMC Material	1.81	Stayed by AP High court in WP/11315/2025
23	C.P. (IB) - 58/2024	Canara Bank	Working capital facilities	547.00	Stayed by AP High court in WP/736/2025
24	C.P. (IB) - 61/2024	Central Bank	Working capital facilities	71.00	Stayed by AP High court in WP/739/2025

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 Companys 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 Companys 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.

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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 202425 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:

Authority	Action taken	Details of Non Compliance	Remarks
SEBI	Adjudication Order No. Order/BM/R K/ 2024- 25/30809 dated 24.09.2024 imposing a penalty of INR 9 Lakhs	Non Disclosures/ Delayed disclosures under Regulations 30 & 46 of SEBI LODR; Failure to take prior approval of Audit Committee and shareholders for material Related Party T ransaction (RPT) under Regulation 23 of SEBI LODR, Failure to appoint its Independent Directors on the board of material unlisted subsidiaries under Regulation 24 of SEBI LODR.	This is based on the observations made by the Secretarial auditor for the previous Financial year (FY 23-24). The Company is in the process of appointment an Independent director in the material subsidiaries.
NSE and BSE	Cautionary Email	Delay in announcing AGM proceedings (AGM held on 09-Aug- 2024; announcement made 10-Aug-2024)	As per the Companys reply, the slight delay was due to the short business hours available and due to technical glitches and that the Company had made its best efforts and had submitted the proceedings of AGM within 24 hours.
SEBI	Administrative Warning Letter dated 12.03.2025	Stakeholder Relationship Committee (SRC) meeting was not held during the Financial Year 20232024	Default pertains to previous Financial year (FY 23-24)

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.

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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 Boards 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)).

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

14. Non-filing of form MGT-14 for Boards 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 Indias first supercritical thermal power plant to commence commercial operations, contributing significantly to the regions 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.

I N L l\ \Z7 I

1. Successfully commissioned the 230 KV Tie line Towers with EHC cabling, Equipments, 230 KVGIS Partial Bays & Ventilation Equipments 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.

(a) number of complaints of sexual	Nil
harassment received in the year
(b) number of complaints disposed off	Nil
during the year; and
(c) number of cases pending for more	Nil
than ninety days

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 Companys 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 arms 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.

ENERGY

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