BGR Energy Systems Ltd

Resignation of Chairperson and Director

• Resignation as Chairperson and Non-Executive Non-Independent Director effective 30 September 2026.
• Ceases as Nomination and Remuneration Committee member and CSR Committee Chair from 30 September 2026.

Chairman appointment following AoA amendment

• Arjun Govind Raghupathy to be appointed Chairman of the Board following AoA amendment dated 22 September 2026.
• Amendment provides the change effective from 22 September 2026.

Insolvency update

• Hearing on 28 September 2026 adjourned to 16 November 2026.
• NCLAT extended suspension order; remains in force until next hearing.
• Company to inform stock exchanges on receipt of the Order copy.
• Settlement proposal with NARCL is under consideration; terms not disclosed.

Debt restructuring update

• Audit Committee and Board approved the restructuring proposal on 25 September 2026 prior to signing.
• Restructuring proposal signed per sanction letter from IDRCL, appointed by NARCL, for debt restructuring with banks.
• Regulatory disclosure made under Regulation 30 of SEBI LODR.

BGR Energy Systems Limited — Trading window closure from 1 October 2026 till 48 hours after the unaudited results for the quarter and half year ending 30 September 2026 are announced.

MD Re-appointment

• Re-appointment of Arjun Govind Raghupathy as Managing Director for five years (11 Nov 2026–10 Nov 2031).
• Remuneration for a three-year period from 11 Nov 2026.
• AGM approved on 22 Sep 2026.
• Profile: Mechanical Engineering graduate from Anna University; joined 2011; oversees BD, sales, contracts, finance, ops, HR.
• Relationship: Son of Sasikala Raghupathy, Non-Executive Non-Independent Director.
• Not debarred from director office per SEBI.
• Impact on board: No other changes stated.

Governance amendments

• Permanent chairman of the Board shall be Arjun Govind Raghupathy.
• In his absence, a director nominated by Arjun may act as chairman.
• Raghupathy Group Nominee Director: Arjun to be one of the nominees; others retire by rotation.
• Prior approvals by the Group require Arjun's or authorised signatory's prior approval.
• Articles amendments reflect Arjun as permanent director and group-nominee; MOA amendments to Raghupathy governance.

AGM Details

• AGM held on 22 September 2026, 11:30 AM to 12:22 PM via VC/OAVM.
• Record date: 11 September 2026; seven resolutions were put to vote.

Key resolutions

• Resolution 1: Ordinary adoption of audited financial statements.
• Resolution 2: Ordinary re-appointment of Arjun Govind Raghupathy.
• Resolution 3: Ordinary ratification of Cost Auditor remuneration for FY 2026-27.
• Resolution 4: Special shifting of registered office to another state.
• Resolution 5: Special re-appointment as MD for five years.
• Resolution 6: Ordinary approval to raise unsecured loans from MD and promoter group.
• Resolution 7: Special amendments in Articles of Association.

Voting results

• Resolution 1 passed; 100% in favour.
• Resolution 2 passed; 100% in favour.
• Resolution 3 passed; 100% in favour.
• Resolution 4 passed; overwhelming support; 916 against.
• Resolution 5 passed; 87.21% in favour; 12.79% against.
• Resolution 6 passed; 98.64% in favour.
• Resolution 7 passed; 99.78% in favour.

Director changes

• Re-appointment of Arjun Govind Raghupathy as Director liable to retirement by rotation.
• MD appointment for five-year term approved.

Auditor & remuneration

• Cost auditor remuneration for FY 2026-27 ratified.

Related party transactions

• Approval for unsecured loans from MD and promoter group.

AGM details

• 40th AGM held on 22 September 2026 at 11:30 AM IST.
• Conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM).

Resolutions proposed

• Adoption of Audited Financial Statements and reports — Ordinary Resolution.
• Re-appointment of Arjun Govind Raghupathy as Director liable to retire by rotation — Ordinary.
• Ratification of Cost Auditor’s remuneration for FY 2026-2027 — Ordinary.
• Shifting of Registered Office from one state to another — Special.
• Re-appointment of Arjun Govind Raghupathy as Managing Director for five-year term — Special.
• Approval for raising unsecured loan from Managing Director, other promoter and promoter group — Ordinary.
• Amendment in the Articles of Association — Special.

Voting status

• Final voting results not included; Scrutinizer report to be disclosed to exchanges.
• Combined voting results to be posted on company website and NSDL.

Director changes

• Director re-appointment: Arjun Govind Raghupathy (liable to retire by rotation).
• Managing Director re-appointment for further five-year term.

Auditor matters

• Cost Auditor’s remuneration for FY 2026-2027 ratified.

Promoter inter-se share transfer

• Inter-se transfer of equity shares within promoter group, no monetary consideration.
• Arjun Govind Raghupathy increases holding from 2,100 to 4,320 shares (0.00% to 0.01%).
• Date of acquisition: 17 Sep 2026; intimation to company: 19 Sep 2026; exchange: NSE.
• Sasikala Raghupathy receives 2,100 equity shares; value Rs 5,11,245; intimation date 19 Sep 2026.

AGM Details

• Date/time/mode: 22 Sep 2026, 11:30 IST via VC/OAVM.
• Remote e-voting: 18 Sep 2026 9:00 IST to 21 Sep 2026 5:00 PM IST.

Key Resolution

• Item 7: Special Resolution to amend Articles of Association.

Voting Status

• No voting outcome provided in the addendum.

Director Changes

• Arjun Govind Raghupathy to be permanent Raghupathy Group nominee director.
• Other Raghupathy Group nominee directors to retire by rotation.

Board Approvals

• Board recommended approval of AoA amendments by Special Resolution.

AOA amendments and governance changes

• Board approved AOA amendments to reflect Raghupathy Group changes, subject to shareholder approval at AGM.
• Arjun Govind Raghupathy to replace Sasikala Raghupathy as Raghupathy Group representative.
• Raghupathy Group Nominee Directors capped at 1/3 of board while 25% stake held.
• Arjun Govind Raghupathy to be a permanent director; replacements may be made per board.
• Permanent chairman to be Arjun Govind Raghupathy; absent chair to be nominated by him.
• Voting decisions requiring member approval require Arjun's prior approval or authorization by BGR Investment Holdings.
• AGM notice addendum will include the proposed AOA changes; subject to shareholder approval on 22 Sep 2026.
• MD/whole-time director appointment clause added; appointments to comply with applicable law.
• Annexure I outlines proposed amendments to Articles 2(8), 3(3), 31(2)(b), etc.
• Overall, amendments require shareholder approval; results can impact governance control.