Directors Report of BGR Energy Systems Ltd.

Mar 31, 2025

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:

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. 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.

SL.NO	NAME OF INDEPENDENT DIRECTOR	Nature of Changes	TERM OF RE¬ APPOINTMENT
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

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.

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 Auditor''s 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

	BGR Investment Holdings Company Limited
	1
	BGR Energy Systems Limited
_i__J		_ 1
BGR Boilers Private Limited BGR Turbines Company Sravanaa Properties Limited Private Limited

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:

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 Company''s 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 2023¬ 2024	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.

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.

(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 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 [e-mail]

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

---

Mar 31, 2024

Your directors have pleasure in presenting their 38^th Annual Report together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL RESULTS

The highlights of the standalone financial performance of the Company during the financial year ended March 31, 2024 as compared with the previous financial year ended March 31, 2023 are given below:

(Rs. in Crore)

Description	2023-24	2022-23
Income from operations	1012.21	806.27
Other income	108.14	51.29
Total income	1120.35	857.56
Earnings before interest, depreciation, tax and amortization	(326.52)	(270.32)
Profit before exceptional item and tax	(676.80)	(635.19)
Tax expense	75.35	(156.65)
Net profit after tax	(752.15)	(478.54)
Other comprehensive income(net)	5.46	(0.18)
Profit/(Loss) after OCI	(746.69)	(478.72)

DIVIDEND AND APPROPRIATION

In view of losses for the financial year 2023-24, the Board of Directors have not recommended any dividend for the year.

TRANSFER TO RESERVE

Due to losses in the financial year 2023-24, no amount has been transferred to reserves.

COMPANY''S OPERATING PERFORMANCE AND STATE OF AFFAIRS

The Company''s operating performance and state of affairs here been discussed in Management Discussion and Analysis Report which is enclosed as Annexure-I of the Directors Report.

SUBSIDIARIES AND JOINT VENTURES

M/s. BGR Boilers Private Limited, which supplies 660 MW super critical steam generators, made an operating income of Rs. 1.07 crore and incurred a loss of Rs. 8.80 crore in the year 2023-24. M/s. BGR Turbines Company Private Limited, which supplies 800MW super critical steam turbine generators, has

recorded an operating income of Rs. 0.89 crores and a profit of Rs.0.07 crore in the year 2023-24. M/s. Sravanaa Properties Limited, the wholly owned subsidiary had an income of Rs. 16.15 lakhs and a profit of Rs. 1.54 lakhs in the year 2023-24.

A report on the performance and financial position of each of the subsidiaries and joint venture as per rule 5 of the Companies (Accounts) Rules, 2014 is provided as annexure to the consolidated financial statement as required under

Rule 8(1) of the Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Companies Act, 2013 and implementation requirements of Indian Accounting Standards (Ind AS) Rules on accounting and disclosure requirements, the Audited Consolidated Financial Statements are provided in this Annual Report.

As required under Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiaries is enclosed along with the financial statements.

In terms of Section 136 of the Companies Act, 2013, the Company has placed on its website the standalone and consolidated financial statements and the separate audited and unaudited annual financial statements of subsidiary companies, as the case may be. The Company will provide a copy of separate financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.

COMPOSITION OF BOARD OF DIRECTORS AND KMP:

CHANGES IN THE BOARD OF DIRECTORS:

During the year under review, Mr. M. Gopalakrishna (DIN: 00088454), Mr. S A Bohra (DIN: 00791861), Mr. S.R. Tagat (DIN: 01632756), and Mr. Gnana Rajasekaran (DIN: 03194244) all Independent Directors of the Company have resigned from the Board during the last week of February, 2024.

Subsequently in compliance with Section 174 of the Companies Act, 2013 read with Secretarial Standard-1 issued by the ICSI, the 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 and Mr. Jeyakrishna Ganesan (DIN: 03208035), Director was appointed as Additional Director on 14^th May 2024 and members'' approval of their appointment is recommended and placed in the ensuing Annual General Meeting of the Company.

In accordance with the provisions of Companies Act, 2013, Mr. Arjun Govind Raghupathy, (DIN: 02700864) Director retires by rotation at the ensuing Annual General Meeting and being eligible offers

himself for re-appointment. The Board of Directors recommends the proposed re-appointment of Mr. Arjun Govind Raghupathy (DIN: 02700864) as a Director of the Company.

In accordance with Regulation 17 (1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Sasikala Raghupathy, (DIN: 00490686) Director not liable to retire by rotation needs to be approved by the shareholders once in every five years for continuation as Director. Accordingly, Mrs. Sasikala Raghupathy (DIN: 00490686) offers herself for continuation as Director for a period of five years. The Board of Directors recommends the proposed continuation of Mrs. Sasikala Raghupathy as a Director of the Company.

The composition of Board of Directors of the Company is in conformity with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure required pursuant to regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 on General Meetings are given in the notice convening the 38^th Annual General Meeting.

CHANGES IN THE KEY MANAGERIAL PERSONNELS (KMP):

Mr. Vinod Kumar S, Manager-Secretarial was appointed as interim Compliance Officer with effect from January 04, 2023 consequent to resignation of Mr. Ramesh Kumar, Company Secretary and Chief Compliance Officer with effect from January 02, 2023

During the year under review, Mr. S. Krishna Kumar was appointed by the Board as President and Company Secretary w.e.f May 30, 2023 and subsequently resigned from the post of Company Secretary w.e.f March 30, 2024. As on date, Mr. S Sundar is appointed by the Board as the Company Secretary of the Company.

Further, Mr. P. R. Easwar Kumar resigned from the post of Chief Financial Officer (CFO) w.e.f March 30, 2024 and subsequently, the Company has appointed Mr. S. Pattabiraman as the Chief Financial Officer w.e.f May 30, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, affirming that they meet the criteria of their independence laid down in Section 149(6) including the confirmation that their names are included in the data bank pursuant to Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Your Company follows the practice of conducting Independent Director''s Meeting, during the month of March of every financial year. However, during this financial year, all the independent directors had resigned in February 2024. Hence, the Company could not convene the Independent directors'' meeting.

The Board is of the opinion that all the present and past independent directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors.

MEETINGS OF BOARD

During the year, five Board meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI Regulations.

ANNUAL EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and having due regard to the SEBI''s Guidance Note on Board Evaluation, the Board was having an effective evaluation process. However, the evaluation of the Board and Board Committee were carried out partially with the continuing directors as all the four Independent Directors were resigned from the Board during the last week of February 2024.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee framed a policy on appointment of Directors including criteria for determining qualification, positive attributes and other matters. The main objectives of the policy are given below:

(i) Enhancement of performance of the Board and facilitate effective Corporate Governance.

(ii) Encourage diversity of thoughts, expertise and perspectives.

(iii) Usher in independence in the performance of the Board.

(iv) Eliminate gender bias, if any, in the constitution and functioning of the Board of Directors.

(v) Provide and create an environment for succession planning.

(vi) Identification of senior/key management personnel for appointment as Executive Directors.

(vii) Provide for appropriate mix of promoter directors, professional directors and independent directors.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company''s policy on diversity of Board of Directors is available on the Company''s website at http://www.bgrcorp.com/policy/Policy Diversity Board.pdf.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four directors of which three members are independent directors and all the members of Audit Committee are financially literate. More details of the Audit Committee are provided in the Corporate Governance Report. All key recommendations and observations of the Audit Committee were accepted and acted upon by the management and compliance thereof are regularly monitored and reviewed by the Committee.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024 was Rs.72.16 Crore. During the year under review, there were no changes in the Share Capital of the Company.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

e. DEBENTURES

The Company has not made any issue of Debentures during the year 2023-2024.

HUMAN RESOURCES

An overview on the Company''s human resources development and efforts to acquire and nurture talent is given in the Management Discussion and Analysis Report forming part of this Directors report.

For prevention, prohibition and redressal of sexual harassment of women at workplace, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of the sexual harassment complaints received and disposed during the Financial Year:

No. of complaints received: NIL No. of complaints disposed: NIL

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the annual report. Having regard to the provisions of the first proviso to

Section 136(1) of the Act, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the corporate office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

DEPOSITS

The Company did not accept any deposits from the public within the meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2024.

ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-II. During the FY 2023-24, the foreign exchange earnings and outgo were Rs. 5411 lakhs and Rs.82 lakhs respectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has in place adequate internal controls system which includes financial control, commensurate with the size, scale and complexity of company''s operations. The internal audit function evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective and remedial action in their respective areas of responsibility and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically reviewed by the Audit Committee. During the year no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was noticed. The Audit Committee based on the advice of the internal auditors directed the Company to improve the internal financial controls in few areas to ensure that the internal financial controls are operating more effectively.

CORPORATE SOCIAL RESPONSIBILITY

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.

REMUNERATION POLICY

The Remuneration Policy formulated under section 178 of the Companies Act, 2013 by the Nomination and Remuneration Committee is given in Annexure - III.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for directors and employees to report genuine concerns as required by Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the policy/mechanism has adequate safeguards against victimization of persons who use such mechanism and provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Company''s policy on Whistle Blower Policy cum Vigil Mechanism is available on the Company''s website at https://www.bgrcorp.com/policv/WhistleBlowerPolicvCircular2024 V0.pdf.

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.

RELATED PARTY TRANSACTIONS

The transactions with related parties entered into during the financial year, which were in the ordinary course of business and on an arm''s length basis were placed before the Audit Committee and approved. The Policy on related party transactions as approved by the Board is uploaded on Company''s website at https://www.bgrcorp.com/policv/policv-on-related-partv-transactions-and-its-materialitv.pdf

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the Financial vear 2023-24, all lender banks have classified the loan facilities extended to the Companv, under Default categorv as specified bv RBI, despite the Companv remitting the interest regular^. Your companv is making all efforts to clear this issue and to become a regular normal account. Various measures for raising Capital and plans for increasing business are planned and will be implemented during the financial vear 2024-25.

RISK MANAGEMENT POLICY

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is herebv confirmed that:

a) In the preparation of the annual accounts for the Financial vear ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if anv;

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 as at March 31, 2024 and of the loss of the Company for the Financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

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 of Working capital borrowings by all lender Banks as Non-performing asset (NPA)-

Management Reply: Company was regular and punctual in servicing interest obligation till our account was classified as NPA by the Banks. Due to RBI instructions only, all Banks have classified our account as NPA. Management hopes to strengthen the financial position and come out of liquidity crunch in the ensuing years.

2) ) Operational Cash losses and working capital deficit

Management Reply: Company is planning to reduce expenses and bring in additional capital to overcome the losses and working capital deficit.

3) Termination/Short closure of Orders and in vocation of bank guarantees

Management Reply: Once our liquidity position improves, company is confident about getting new orders. Company is getting orders in Manufacturing segment even now and is executing them well. Management hopes to come out of this issue at the earliest.

4) Erosion of Networth due to continued losses

Management Reply: Managements plan of bringing additional capital will negate this point in the near future.

5) Resignation of Independent Directors and Key Managerial Personnel

Management Reply: In May2024 three independent directors along with one executive director were appointed in the Board and also appointed two Key Management Personnel viz i) Chief Financial Officer and ii) Company Secretary to strengthen the Management.

Apart from the above the Statutory Auditors on their Consolidated Audit Report and the Secretarial Auditors on their report have qualified that:

6) The Company is in the process of appointing an Independent director in the Material Subsidiary, M/s. BGR Turbines Private Limited as per R. 16(1) (c) and Reg 24(1) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Management Reply: During the last week of February2024 all the Independent Directors were resigned from the Board and the said Regulation is silent on the due date for the appointment and the Company is in the process of appointing an Independent Director of the Company in the Board of Material Unlisted Subsidiary

7) The Financials were consolidated as per the unaudited and provisional financials of the subsidiaries as qualified by the statutory auditors.

Management Reply: Audited accounts were not ready for these Companies for 2023-24. However, the unaudited financial statements were uploaded on the Company''s website.

8) Independent Director''s meeting was not conducted during the Financial Year, Only two directors have submitted their evaluation of the performance of the directors & Stakeholder Relationship Committee meeting was not conducted during the financial year under review.

Management Reply: The Company follows the practice of conducting Independent Director''s Meeting, SRC meeting & evaluation of directors during the month of March of every financial year. However, during this financial year, all the independent directors were resigned in February 2024 itself. Hence, the Company could not conduct the Independent directors meetings, SRC meeting and evaluation of directors.

9) The related party transaction with M/s. Argo Raiment LLP, taken together for the financial year being 8189.8 lakhs exceeds ten percent of the annual consolidated turnover (8062.7 lakhs) of the Company. However, prior shareholders'' approval was not obtained as required under Regulation 23(4) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Management Reply: Due to operational exigencies, Company borrowed from a Related Party for making emergency payments. Unsecured loan from M/s. Argo Raiment LLP for Rs.76.95 crore does not exceed the threshold of 10% of Consolidated turnover being Rs. 80.63 crores. However, as payment of interest for loan- "obligations between the related parties" falls under the definition of related party transactions (Regulation 2(zc) of The SEBI (LODR), 2015), Unsecured Loan taken together with the interest paid amounting to Rs. 81.89 crores is qualified as a material related party transaction and the Company has sought the ratification of members in the ensuing Annual General Meeting.

10) Four Independent Directors of the Company resigned during the last week of February 2024; the Company has filled the vacancy caused in the Board of Directors by appointing 3 Independent Directors and one Executive Director on May 14, 2024. The Company had only two directors during the intermittent period.

Management Reply: In Compliance with Section 174 of the Companies Act, 2013, the continuing directors in their meeting held on 14^th May 2024 have duly appointed requisite number of Independent directors and one executive director to increase the number of directors in the board & board committees. No other resolutions were passed by the Board during the intermittent period.

11) MCA e-forms for Change in Directors and Key Managerial Personnel were filed after the due date.

Management Reply: The Ministry of Corporate Affairs site did not allow to fie the form DIR-12 for the resignation of all the Independent Directors and Key managerial Personnel at once. Hence, the appointment forms were filed first and then resignation of directors & KMP were filed after the due date.

12) As per the management, the Company has been maintaining the Structural Digital Database Software provided by Orion Legal Supplies, Mumbai. However, the validity of the software got expired on 09.12.2023, which was missed out to be renewed at that point of time inadvertently. The Company later renewed its SDD software license on 3rd July 2024 for the period from 09.12.2023 to 08.12.2024.

Management Reply: As on the date of this report, the Company has duly renewed the SDD software.

13) Certain disclosures such as resignation of Independent Directors (Mr. Gopaiakrishna, Mr.Bohra), Shareholders agreement, Initiation of CIRP were intimated after 12/24 hours.

Management Reply: Due to non-availability of secretarial team, some of the disclosures were intimated after the due date. The Company has taken necessary actions to intimate the stock exchange disclosures within the stipulated timeline.

COST RECORDS AND COST AUDITORS

The Company is required to maintain cost records as specified by the Central Government under subsection (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 2023-24, under Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year ended March 31, 2024 issued by

A. N. Raman & Associates, Cost Accountants was submitted to the Central Government within due date. The audit report is unqualified and without reservation or adverse comment on compliance.

SECRETARIAL STANDARDS AND SECRETARIAL AUDIT

The Board of Directors confirm that your Company has complied with the applicable Secretarial Standards during the year 2023-24.

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 - IV.

M/s. BGR Turbines Company Private Limited and M/s. Sravanaa Properties Limited are material subsidiaries of the Company for the Financial Year 2023-2024. The secretarial audit report of M/s. BGR Turbines Company Private Limited and M/s. Sravanaa Properties Limited for the financial year 2023-24 as required under Regulation 24A(1) of SEBI (Listing Obligations and Disclosure Requirements is enclosed as Annexure-V of the Directors Report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be reported.

CORPORATE GOVERNANCE

Corporate Governance report under SEBI (LODR) and the certificate from the auditors confirming compliance of the conditions of Corporate Governance are included in this Annual Report as Annexure-VI.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

Due to downgrading by Banks and rating Agency, the Statutory Auditors have given an adverse report which affects the overall position of the Company. Your Company is making strenuous efforts to overcome this and devising various options to raise funds and capital to come out of the issue.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the Annual Return of the company as on March 31, 2024 is available on the company''s website. The link is provided here under http://www.bgrcorp.com/annual report.php

Disclosures:

1. There has been no change in the nature of business of the Company during the year under review.

2. Pursuant to Section 197 (14) of the Act, 2013, the Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

3. As on March 31, 2024, there are 27 pending proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company has not filed any proceedings under the aforementioned Act.

4. The Company has complied with the applicable secretarial standards as amended from time to time.

5. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof: NIL

6. During the financial year 2023-24, the requirement of transferring the unpaid/unclaimed dividends nor the shares is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable support and co-operation extended by customers, vendors, collaborators, business partners/associates, statutory authorities, Central and State Governments during the year under review.

Your Directors also record their appreciation to the bankers for their financial support and trust reposed in the Company. The Board further wish to acknowledge the commitment and contribution made by the employees at all levels during current tough times. Your Board conveys its gratitude to the shareholders for their continued patronage and co-operation.

For and on behalf of the Board

Place: Chennai G.Jeyakrishna Arjun Govind Raghupathy

Date: 4^th July, 2024 Director Managing Director

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Mar 31, 2023

The directors have pleasure in presenting their 37^th Annual Report together with the audited financial statements for the financial year ended March 31,2023.

FINANCIAL RESULTS

The highlights of the standalone financial performance of the Company during the financial year ended March 31, 2023 as compared with the previous financial year ended March 31,2022 are given below:

(Rs. in Crore)
Description	2022-23	2021-22
Income from operations	806.27	1220.70
Other income	51.29	8.14
Total income	857.56	1228.84
Earnings before interest, depreciation, tax and amortization	(270.32)	73.12
Profit before exceptional item and tax	(635.19)	(236.41)
Tax expense	(156.65)	(58.34)
Net profit after tax	(478.54)	(178.07)
Other comprehensive income (net)	(0.18)	(3.08)
Net Worth	403.22	881.95

DIVIDEND AND APPROPRIATION

In view of losses incurred by the Company for the financial year 2022-23, the Board of Directors have not recommended any dividend for the year.

TRANSFER TO RESERVE

Due to losses in the financial year 2022-23, no amount has been transferred to reserves.

COMPANY’S OPERATING PERFORMANCE AND STATE OF AFFAIRS

The Company’s operating performance and state of affairs have been discussed in Management Discussion and Analysis Report which is enclosed as Annexure I of this Report.

SUBSIDIARIES AND JOINT VENTURES

BGR Boilers Private Limited, which supplies 660 MW super critical steam generators, made an operating income of Rs.1.98 crore and incurred a loss of Rs.9.10 crore in the year

2022-23. BGR Turbines Company Private Limited, which supplies 800MW super critical steam turbine generators, has recorded an operating income of Rs. 0.49 crores and a loss of Rs.0.24 crore in the year 2022-23. There has been no material change to the financial position of the wholly owned subsidiary, Sravanaa Properties Limited.

A report on the performance and financial position of each of the subsidiaries and joint venture as per Rule 5 of the Companies (Accounts) Rules, 2014 is provided as annexure to the consolidated financial statements as required under Rule 8(1) of the Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standards (Ind AS) Rules on accounting and disclosure requirements, the Audited Consolidated Financial Statements are provided in this Annual Report.

As required under Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiaries is enclosed along with the consolidated financial statements.

In terms of Section 136 of the Companies Act, 2013, the Company has placed on its website the standalone and consolidated financial statements of the Company and the separate unaudited annual financial statements, of subsidiary companies. The Company will provide a copy of separate financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.

BOARD OF DIRECTORS

The composition of the Board of Directors of the Company is in conformity with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mrs. Swarnamugi R Karthik, Whole-time Director (DIN:03494012) resigned from the Board w.e.f. August 04, 2022. Mr. R. Ramesh Kumar, Whole-time Director (Governance & Legal), Company Secretary & Chief Compliance Officer (DIN: 00176265) resigned from the Board and the Company w.e.f. January 02, 2023 and Mrs. Janaki C Ambat (DIN:08991954), Independent Director resigned from the Board w.e.f. January 06, 2023.

In accordance with the provisions of Companies Act, 2013, Mr. Arjun Govind Raghupathy, (DIN: 02700864), Director

retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends the proposed re-appointment of Mr. Arjun Govind Raghupathy as a Director of the Company.

The disclosure required pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings are given in the Notice convening the 37^th Annual General Meeting.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, affirming that they meet the criteria of their independence laid down in Section 149(6) of the Companies Act, 2013, including the confirmation that their names are included in the data bank and all the Independent Directors are exempted from undergoing the online proficiency self-assessment test for the Independent Directors pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, all the Independent Directors met on February 08, 2023 without the presence of Non-Independent Directors and members of the management to discuss inter-alia matters specified in Schedule IV of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that all Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors.

MEETINGS OF BOARD

During the year, 4 board meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and having due regard

to the SEBI’s Guidance Note on Board Evaluation, the Board has carried out an annual evaluation of its own performance, individual directors separately as well as the evaluation of the working of its Audit Committee, Committee of Directors, Stakeholders Relationship Committee and Nomination and Remuneration Committee. A comprehensive evaluation process formulated by the Nomination and Remuneration Committee covering various aspects of the functioning of the Board was circulated to all the Directors to evaluate the performance of the Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors and the performance of Independent Directors was carried out by the entire Board, excluding the Independent Directors being evaluated. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive and Non-executive Directors. The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee framed a policy on appointment of Directors including criteria for determining qualification, positive attributes and other matters. The main objectives of the Policy are given below:

(i) Enhancement of performance of the Board and facilitate effective Corporate Governance.

(ii) Encourage diversity of thoughts, expertise and perspectives.

(iii) Usher in independence in the performance of the Board.

(iv) Eliminate gender bias, if any, in the constitution and functioning of the Board of Directors.

(v) Provide and create an environment for succession planning.

(vi) Identification of senior/Key Managerial Personnel for appointment as Executive Directors.

(vii) Provide for appropriate mix of promoter directors, professional directors and independent directors.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company’s policy on diversity of Board of Directors is available on the Company’s website at http://www.bgrcorp. com/policy/Policy Diversity Board.pdf .

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four directors of which three members are Independent Directors and all the members of Audit Committee have financial and accounting knowledge and financially literate. More details of the Audit Committee are provided in the Corporate Governance Report. All key recommendations and observations of the Audit Committee were accepted and acted upon by the management and compliance thereof are regularly monitored and reviewed by the Committee.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was Rs.72.16 crore. During the year under review, the Company has neither issued new shares or shares with differential voting rights nor granted stock options or sweat equity.

HUMAN RESOURCES

An overview on the Company’s human resources development and efforts to acquire and nurture talent is given in the Management Discussion and Analysis Report forming part of this Report.

For prevention, prohibition and redressal of sexual harassment of women at workplace, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received by the Internal Complaints Committee with allegations of sexual harassment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out

in the said Rules are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the corporate office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

DEPOSITS

The Company did not accept any deposits from the public within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure II. During the FY 2022-23, the foreign exchange earnings and outgo were Rs. 180.48 crore and Rs.0.57 crore respectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has in place adequate internal controls system which includes financial control, commensurate with the size, scale and complexity of Company’s operations. The internal audit function evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective and remedial action in their respective areas of responsibility and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically reviewed by the Audit Committee. During the year, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was noticed. The Audit Committee, based on the advice of the internal auditors directed the Company to improve the internal financial controls in few areas to ensure that the internal financial controls are operating more effectively.

CORPORATE SOCIAL RESPONSIBILITY

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

REMUNERATION POLICY

The Remuneration Policy formulated under Section 178 of the Companies Act, 2013 by the Nomination and Remuneration Committee is given in Annexure - III.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for Directors and employees to report genuine concerns as required by section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the policy/mechanism has adequate safeguards against victimization of persons who use such mechanism and provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investment, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in Note No.3 to the Standalone Financial Statements.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the financial year 2022-23, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

RISK MANAGEMENT POLICY

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2023 and of the loss of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31,2023 on a going concern basis;

e) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS’ AND AUDITORS’ REPORT

M/s. Anand and Ponnappan, Chartered Accountants, Chennai were appointed as Statutory Auditors for a term of five financial years from 2022-23 to 2026-27 at the 36th Annual General Meeting held on September 29, 2022 and the reports of Statutory Auditors forms part of this Annual Report.

The Statutory Auditors in their Consolidated Audit Report have mentioned that the standalone financial statements of Sravanaa Properties Limited, BGR Boilers Private Limited and BGR Turbines Company Private Limited for the financial year 2022-23 used in the consolidated financial

statements of the Company were unaudited. Further, the lease term of premises measuring about 96300 sq. ft at Chennai used for the Company’s Corporate Office was expired and the same is yet to be renewed by the Company.

COST RECORDS AND COST AUDITORS

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 re-appointed M/s. A.N. Raman & Associates, Cost Accountants as the Cost Auditor of the Company for the Financial year 2023-24, under Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year ended March 31, 2022 issued by M/s. A.N. Raman & Associates, Cost Accountants was submitted to the Central Government on September 09, 2022. The Cost Audit Report is unqualified and without reservation or adverse comment on compliance.

SECRETARIAL STANDARDS AND SECRETARIAL AUDIT

The Board of Directors confirm that your Company has complied with the applicable Secretarial Standards during the year 2022-23.

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. V Suresh Associates, Company Secretary in Practice to undertake secretarial audit of the Company. The Secretarial Audit Report is annexed as Annexure IV.

The Secretarial Auditors in their Audit Report have mentioned that, (i) the Company has not uploaded the audited financials of its two Subsidiary Companies viz. BGR Boilers Private Limited and BGR Turbines Company Private Limited, in its website; (ii) The Company has not obtained the prior approval for the material related party transaction; (iii) Sravanaa Properties Ltd & BGR Turbines Company Private Limited, Material Subsidiaries of the Company have not appointed an Independent Director of the Company on their Board; (iv) the newspaper advertisement for Annual General Meeting was given after expiry of 24 hours.

The Secretarial Audit Reports of Material Subsidiaries BGR Turbines Company Private Limited and Sravanaa

Properties Limited for the financial year 2022-23 as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements are enclosed as Annexure V of this Report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be reported.

CORPORATE GOVERNANCE

Corporate Governance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate from the Auditors confirming compliance of the conditions of Corporate Governance are included in the Annual Report as Annexure VI.

RELATED PARTY TRANSACTIONS

The transactions with related parties entered into during the financial year, which were in the ordinary course of business and on an arm’s length basis were placed before the Audit Committee and approved. During the year under review, the Company has entered into a Material Related Party Transaction in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Managing Director of the Company. The details required pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 in Form AOC-2 is given as Annexure VII. All related party transactions were made in compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no other materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company. The Policy on Related Party Transaction as approved by the Board is uploaded on the Company’s website. www.bgrcorp.com.

EXPLANATIONS OR COMMENTS BY THE DIRECTORS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER CONTAINED IN AUDIT REPORTS

As regards the comments made by Secretarial Auditors and Statutory Auditors in their audit reports, the Directors

wish to state that the audited financial statements of BGR Boilers Private Limited and BGR Turbines Company Private Limited for FY 2022-23 were not ready. However, the unaudited financial statements of these two companies for FY 2022-23 have since been uploaded on the Company’s website. The approval of Shareholders for the related party transaction was obtained on September 29, 2022. The process of appointment of Independent Director of the Company on the Boards of Sravanaa Properties Limited and BGR Turbines Company Private Limited will be complied by them in due course. Belated publication of newspaper advertisement for Annual General Meeting of the Company after the expiry of 24 hours was inadvertent and such incident do not occur in future. The lease of premises used for the corporate office of the Company at Chennai will be renewed in due course.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2023 is available on the company’s website. The link is provided hereunder http:// www.bgrcorp.com/annual report.php

OTHER DISCLOSURES:

1. There has been no change in the nature of business of the Company during the year under review.

2. Pursuant to Section 197 (14) of the Companies Act, 2013, the Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

3. As on March 31, 2023, there were 34 pending proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company has not filed any proceedings under the aforementioned Code.

4. The Company has complied with the applicable Secretarial Standards as amended from time to time.

5. The details of difference between amount of the valuation done at the time of one-time settlement and

the valuation done while taking loan from the banks or financial institutions along with the reasons thereof: NIL

6. During the financial year 2022-23, the requirement of transferring the unpaid/unclaimed dividends nor the shares is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable support and co-operation extended by customers, vendors, collaborators, business partners/ associates, statutory authorities, Central and State Governments during the year under review.

Your Directors also record their appreciation to the bankers for their financial support and trust reposed in the Company. The Board further wish to acknowledge the commitment and contribution made by the employees at all levels during difficult times. Your Board conveys its gratitude to the Shareholders for their continued patronage and co-operation.

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Mar 31, 2018

To the Members of

BGR ENERGY SYSTEMS LIMITED

The directors have pleasure in presenting their 32^nd Annual Report together with the audited standalone and consolidated financial statements for the year ended March 31, 2018 and the auditors’ reports thereon.

FINANCIAL RESULTS

The highlights of the standalone financial performance of the Company during the financial year ended March 31, 2018 as compared with the previous financial year ended March 31, 2017 are summarized below:

(Rs. in Crore)

Description	2017-18	2016-17
Income from operations	3299	3448
Other income	21	-
Total Income	3320	3448
Earnings before Interest, Depreciation, Tax and Amortization	394	334
Profit before exceptional item and tax	82	48
Exceptional item	-11	20
Tax Expense	32	24
Net Profit after tax	39	44
Other Comprehensive income(net)	-0.27	0.64
Transfer to general reserve	-	4
Net Worth	1417	1378

No material changes and commitments have occurred after the closure of the Financial Year 2017-18 till the date of this Report, which would affect the financial position of your Company.

DIVIDEND AND APPROPRIATION

In order to augment working capital resources of your Company through retention of internal accruals, your Board of Directors have not recommended dividend during the year. Your Board of Directors does not propose to appropriate any amount to reserves and wish to carry the entire profits to balance sheet.

OPERATING PERFORMANCE

The Company’s state of affairs, operations review and future outlook have been discussed and analyzed in the Management Discussion & Analysis report (Annexure VII) forming part of this Directors report.

SUBSIDIARIES AND JOINT VENTURES

In terms of the Settlement and Seperation Agreement entered into with Hitachi in respect of joint venture companies viz., BGR Boilers Private Limited and BGR Turbines Company Private Limited certain transactions have been completed during the year. BGR Boilers Private Limited made an operating income of Rs. 312.61 Crores and incurred a loss of Rs. 24.51 Crores for the year. BGR Turbines Company Private Limited has made an operating income of Rs. 34.90 Crores and incurred a loss of Rs. 15.39 Crores for the year. These perfomance figures have not been audited. These JV companies have carried necessary and significant accounting adjustments consequent to the Settlement Agreement and such adjustments have been duly dealt with in the respective company’s books of account and has had no impact on your Company’s financial statements.

THE PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARY AND JV

A report on the performance and financial position of each of the subsidiaries and joint venture as per rule 5 of the Companies (Accounts) Rules, 2014 is provided as annexure to the consolidated financial statement and hence not repeated here for the sake of brevity as required under rule 8(1) of the Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Companies Act, 2013 and implementation requirements of Indian Accounting Standards (Ind AS) Rules on accounting and disclosure requirements, and as prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Audited Consolidated Financial Statements are provided in this Annual Report.

As required under Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiaries is attached along with the financial statements.

In terms of Section 136 of the Companies Act, 2013, the Company has placed on its website the standalone and consolidated financial statements and the separate audited and unaudited accounts of all subsidiary companies, as the case may be, and the Company will provide a copy of separate financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.

BOARD OF DIRECTORS

In accordance with the provisions of Companies Act, 2013, Mr.V.R.Mahadevan, Director retires by rotation and being eligible offers himself for reappointment. Consequent to expiry of the term of appointment, Mrs.Swarnamugi R Karthik, was reappointed as Director - Corporate Strategy for a period of 5 years from February 08, 2018. Her appointment is subject to the approval of the shareholders in the ensuing AGM. A brief profile of Mr.V.R.Mahadevan and Mrs.Swarnamugi R Karthik are given in the notice convening the 32^nd Annual General Meeting of the Company. The Board of Directors recommends these appointments.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD

During the year, 4 Board meetings and 4 Audit Committee meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and having due regard to the SEBI’s Guidance Note on Board Evaluation dated January 05, 2017, the Board has carried out an annual evaluation of its own performance, individual directors separately as well as the evaluation of the working of its Audit Committee, Committee of Directors, Stakeholders Relationship Committee and Nomination and Remuneration Committee. A comprehensive evaluation process formulated by the Nomination and Remuneration Committee covering various aspects of the functioning of the Board was circulated to all the Directors to evaluate the performance of the Board. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the independent directors, taking into account the views of the executive and non-executive directors. The Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four directors of which three members are independent directors and all the members of Audit Committee are financially literate. More details of the Audit Committee are provided in the Corporate Governance Report. All key recommendations and observations of the Audit Committee were accepted and acted upon by the management and compliance thereof are regularly reviewed by the Committee.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2018 was Rs. 72.16 Crores. During the year under review, the Company has not issued new shares, shares with differential voting rights nor granted stock options nor sweat equity.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124(5) of the Companies Act, 2013, a sum of Rs. 5,11,700 being the unclaimed dividend declared by the Company for the financial year ended March 31, 2010 was transferred to the Investor Education and Protection Fund of the Central Government in November 2017 after giving sufficient notice to the concerned shareholders.

Dividend which remains unclaimed out of the dividend declared by the Company for the financial year ended March 31, 2011 at the Annual General Meeting held on September 22, 2011 will be transferred to the Investor Education and Protection Fund of the Central Government in November 2018 pursuant to the provisions of Section 124(5) of the Companies Act, 2013. Thereafter no claim shall lie on these dividends from the shareholders.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Rules made thereunder the shares pertaining to the unclaimed dividend for the FY 2008-09 and FY 2009-10 were transferred to the demat account of Investor Education and Protection Fund(IEPF).

HUMAN RESOURCES

An overview on the Company’s human resources development and efforts to acquire and nurture talent is given in the Management Discussion & Analysis report (Annexure VII) forming part of this Directors report.

For prevention, prohibition and redressal of sexual harassment of Women at Workplace the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received by the Internal Complaints Committee (ICC) with allegations of sexual harassment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the annual report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

DEPOSITS

Your Company has not accepted deposit from the public and hence did not have outstanding deposits any time during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure I. During the FY 2017-18, the Foreign exchange earnings and outgo were Rs. 324 Crores and Rs. 1 Crore respectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has in place adequate internal control system which includes financial control, commensurate with the size, scale and complexity of company’s operations. The internal audit function evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective and remedial action in their respective areas of responsibility and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically reviewed by the Audit Committee. During the year no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

CORPORATE SOCIAL RESPONSIBILITY

The Company has the Corporate Social Responsibility Committee of the Board of Directors with Mrs.Sasikala Raghupathy as Chairperson and Mrs.Swarnamugi R Karthik and Mr.Gnana Rajasekaran as members of the Committee. The CSR Policy formulated and recommended by the Committee is in place. The Policy is in line with Schedule VII of the Companies Act, 2013 and the Company is focusing on CSR activities pertaining to education, health, skill development and destitute women care and welfare. The Annual Report on CSR activities is annexed herewith as Annexure II.

REMUNERATION POLICY

The Remuneration Policy formulated under section 178 of the Companies Act 2013 by the Nomination and Remuneration Committee is given in Annexure III.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for directors and employees to report genuine concerns as required by Section 177 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the policy / mechanism has adequate safeguards against victimization of persons who use such mechanism and provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm’s length basis. There were no other materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company. All related party transactions are placed before the Audit Committee for approval. A transaction not on arm’s length is placed before the Board for approval subsequent to the recommendation and approval of Audit Committee. The Policy on related party transactions as approved by the Board is uploaded on Company’s website.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

RISK MANAGEMENT POLICY

The Company as part of Standard Operating System and Procedure institutionalized risk management covering risk identification, mitigation and management measures. This 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 have robust risk management process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any ;

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 as at March 31, 2018 and of the profit of the Company for the Financial year ended on that date ;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts for the year ended March 31, 2018 on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS’ AND AUDITOR’S REPORT

N.R.Doraiswami & Co, Chartered Accountants, Chennai (Firm Regn. No. 000771S) were appointed as the Statutory Auditors of the Company at the 31^st Annual General Meeting held on September 27, 2017 to hold office until the conclusion of the 36^th Annual General Meeting to be held in the year 2022 subject to ratification of appointment at every annual general meeting in terms of Section 139 of the Companies Act 2013. They were appointed in place of Manohar Chowdhry & Associates whose term of office expired at the conclusion of 31^st Annual General Meeting of the Company. The requirement for annual ratification of appointment of Auditors at AGM has since been dispensed with by the Companies (Amendment) Act, 2017 effective May 07, 2018. Accordingly, no ratification is required henceforth and the statutory auditors would continue in the normal course till the conclusion of 36^th AGM. N.R.Doraiswami & Co have confirmed that they are not disqualified from continuing as Auditors of the Company.

COST RECORDS AND COST AUDITORS

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 appointed Mr.A.N.Raman, Cost Accountant as the Cost Auditor of the Company for the Financial year 2018-19, under Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year ended March 31, 2017 issued by Mr.A.N.Raman, Cost Auditor was submitted to the Central Government on September 07, 2017.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M / s. B.Chitra & Co, Company Secretaries in practice to undertake the secretarial audit of the Company. The Report of secretarial audit is annexed as Annexure IV. The audit report is unqualified and without reservation or adverse comment on compliance.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be reported.

CORPORATE GOVERNANCE

A Report on Management Discussion & Analysis of Performance (Annexure VII) and Compliance of Corporate Governance under SEBI (LODR) and the certificate from the auditors confirming compliance of the conditions of Corporate Governance are included in this Annual Report as Annexure V

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure VI

ANNEXURES FORMING PART OF BOARD’S REPORT

The annexures referred to in this report and other information which are required to be disclosed are annexed herewith and form part of this Report of the Board.

Annexure	Particulars
I	Energy conservation and Technology absorption
II	Annual Report on CSR activities
III	Remuneration Policy
IV	Secretarial Audit Report
V	Corporate Governance Report along with the Certificate of Auditors
VI	Extract of Annual Return in Form MGT-9
VII	Management Discussion & Analysis Report

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the excellent support and co-operation given by customers, shareholders, vendors, collaborators, business partners / associates, statutory authorities, Central and State Governments during the year under review.

Your Directors also record their appreciation to the bankers for their trust and continuous support to the Company. Your Directors place on record their sincere appreciation to the employees of the company at all levels for their commitment and valuable contribution to the Company.

For and on behalf of the Board

Place : Chennai Sasikala Raghupathy

Date : August 14, 2018 Chairperson

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 29th Annual Report together with the audited financial statements for the year ended March 31,2015.

FINANCIAL RESULTS

The highlights of the financial performance of the Company during the financial year ended March 31, 2015 as compared with the previous financial year ended March 31,2014 are summarized below:

(RS. Crore)

Description 2014-15 2013-14

Income from

operations 3365 3295

Other income 1.50 0.50

Total Income 3367 3296

Earnings before Interest, Depreciation, Tax and Amortization 310 393

Profit before tax 79 192

Tax Expense 37 82

Net Profit 42 110

Amount available for appropriation 42 110

Less:

a) Dividend - 22

b) Tax on dividend - 04

c) Transfer to general reserve 4 11

Balance carried to Balance Sheet 38 73

DIVIDEND AND APPROPRIATION

Your Board of Directors in order to shore up net worth and retained funds have not recommended dividend for the FY 2014-15. Your directors wish to carry an amount of RS. 38 crores to the Balance Sheet after appropriation of RS. 4 crores to general reserve.

OPERATING PERFORMANCE

During the year, the Company has successfully commissioned the 1 x 600 MW Mettur thermal power plant in Tamil Nadu. The plant has achieved commercial operation and was handed over to the client TANGEDCO for regular commercial operations. Another major milestone for the Company was the successful achievement of commercial operation date for Unit 1 of the 2x660 MW Krishnapatnam Project, which was the first Super Critical BoP project undertaken by the Company. Your Company has achieved commercial operation date (COD) for Unit 1 of the 2 x 600 MW EPC Kalisindh Project and the Unit is currently under commercial operation by the client, RRVUNL.

Air Fin Cooler ("AFC") division has achieved a record growth of turnover in the backdrop of tough market conditions. The division has maintained its market leadership in India with significant orders from Reliance and BPCL. The division is expected to reach the position of a dominant player in international market in the foreseeable future. The Company now lays thrust on high value orders and higher grade of materials of construction. Investments have been made in manpower as well as manufacturing capability and quality systems so that AFC is competent for bigger growth in international markets.

In the year 2014-15, Electrical Project Division ("EPD") has secured despite a competitive environment, 4 Sub-station project contracts from TANTRANSCO. These projects cover installation of EHV switchyard of 63 bays with 2740 MVA of transformation capacity. EPD made substantial completion of supplies for the first unit of Nuclear Power Project of Kakrapar(KAPP) in Gujarat.

Environmental Engineering Division ("EED") has bagged order for supply of Deaerators for 2 x 660 MW for super critical project at Malwa. During the year under review the division manufactured and supplied 13 numbers of Deaerators which includes super critical and nuclear power stations. The division has successfully executed first large size desalination plant with a capacity of 13.5 Millions of Liters per Day(MLD) in a record time of seven months. The division successfully commissioned two water treatment plants during the year under review.

Oil & Gas Equipment division ("OGED") has signed a co-operation agreement for technical support with AMR Process, Canada. This tie-up, is expected to enable the division to widen its potential.

INDUSTRY ANALYSIS - POWER

The policy initiatives of the Union Government are expected to facilitate resurgence of the power sector's value chain as a whole in the next 5 years, especially in the backdrop of the action plan towards coal production target to 1 Billion MT and 24 x 7 power in the entire country.

Despite the positive indicators of the power sector, the investment climate in power sector in the current year remains bearish. Fuel security issues, funding issues, dire financial situation of many State Discoms, lesser participation of IPPs in the market due to macro issues pose as road blocks to the power industry. The GDP growth at just over 6%, low per capita electricity consumption, downward spiraling prices of crude in the last 3 quarters would augur well for development of the economy.

With fewer projects getting off the ground, the problem of too few for too many players has arisen and this unfavourable situation forced all players into fierce competition. Investments in the Power and Infrastructure Sector have slowed down to a great extent, except Central/ State Utilities such as NTPC, Department of Atomic Energy, resulting in extreme pressure on prices. The situation is expected to improve when investments in major infrastructure projects take-off in the coming years.

FUTURE OUTLOOK

India's demand for Electricity is expected to take a sharp leap upwards with "Make in India" programme of the Government of India gaining momentum. Your Company envisages opportunities for EPC/BoP projects for combined capacity of around 30,000 MW over the next 3 years. Your Company is well placed to secure a significant market share in these prospects. The completion of first and second stage of coal mines allotment through e-auction to both the Power and Industry Sectors likely to give impetus to many projects which were at planning stage to move forward with implementation of projects.

The water market especially on the municipal and urban sector are growing at an exponential pace and since water is fast becoming a scarce commodity, the business to treat waste water is gaining critical importance. Having gained the requisite experience in primary and secondary treatment of water, your Company now making efforts to leap into the waste water treatment business in a big way by associating with international leaders in respective field of specialization. Central power PSUs viz., NTPC and NLC and several State Gencos are now moving towards BTG and BoP method of contracting. Your Company will continue to leverage its capability and value proposition in BoP contracting and will extend this proposition to all customers who are following the BoP contractual methodology.

India is also set to triple its Nuclear Power Project generation capacity in the next decade. Prospects for capacity addition of 2800 MW are on the horizon and scope of work for Balance of Plant (BoP) and construction are likely to be available. Nuclear Power Projects for capacity addition of 3400 MW have witnessed the initial ground- breaking ceremonies and civil works are now being awarded. The tendering processes for downstream activities are slated to commence in FY 2015-16 for 3400 MW. This provides another opportunity for EPD given its proven credentials in this segment.

Considering the slowdown in the Indian power sector, the Company has identified Bangladesh, Indonesia and Africa as potential markets and is now bidding for contracts. Your Company will utilize the next 12-18 months to augment and address international markets for Oil & Gas for supply of gas processing equipment & systems, EPC power projects in South East Asia, Middle East and CIS countries. Your company has given thrust to high "Health, Safety and Environment" Standards, high quality, superior engineering so as to sustain the confidence of international clients. AFC and OGED are focusing on domestic and international markets with emphasize on Middle East, East Europe and South East Asia and to achieve greater penetration forging alliances for technical and sales support services.

Your Company's in depth expertise in engineering of complex power projects gives confidence to undertake projects in water, oil & gas, nuclear power, transmission and distribution, desalination projects, sewage treatment plants and infrastructure projects.

PROGRESS AND STATUS OF JOINT VENTURES

BGR Boilers Private Limited and BGR Turbines Company Private Limited

These joint venture companies with Hitachi were set up in 2010 to carry on the business of design, engineering and manufacture of supercritical steam generators (SG) and supercritical steam turbine and generators (STG) of 660 MW, 800 MW and 1000 MW capacity. During the year under review, these JV companies have not witnessed significant progress in setting up of manufacturing facilities. Until the previous year, these companies have acquired substantial private lands required for manufacturing facilities and also made significant progress towards purchase of capital equipment.

On February 1,2014 the global integration of thermal power businesses of Mitsubishi Heavy Industries Limited (MHI) and Hitachi, Ltd. (HL) through a joint venture viz., Mitsubishi Hitachi Power Systems Limited (MHPS) was brought into effect. In the light of this global integration, Hitachi, Ltd. and Hitachi Power Europe GmbH (HPE) have ceased to be Qualified Manufacturers (QM) of steam turbine and generators and steam generators respectively. This, as a consequence, has impacted setting up of manufacturing facilities and carrying on future business.

These developments had also impacted the on-going contracts for supply of SG and STG to NTPC and DVC. NTPC sought to address and remedy certain issues through Novation Agreement whereby MHPS and MHPSE would substitute themselves as technical collaborator, joint venture partner / equity shareholder in these joint venture companies.

Your company asserted its contractual rights under various joint venture contract documents and also initiated certain legal action. Your company also engaged in bilateral negotiations with Hitachi and trilateral discussions with Hitachi and NTPC to find fair and acceptable settlement of contractual issues arose on account of aforesaid global integration.

These efforts remain inconclusive and your company believes that circumstances exist for a way forward.

Performance and financial position of each subsidiary, JVs

A report on the performance and financial position of each of the subsidiaries and joint venture as per rule 5 of the Companies (Accounts) Rules, 2014 is provided as annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. These information so disclosed may also be treated for the purpose of rule 8(1) of the Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS-21 and AS-27) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

As required under Section 129 of the Companies Act, 2013 a separate statement containing the salient features of the financial statement of subsidiaries is attached along with the financial statement.

In terms of Section 136 of the Companies Act, 2013 the Company has placed on its website the standalone and consolidated financial statements and the separate audited and unaudited accounts of all subsidiary companies as the case may be and the Company will provide a copy of separate audited financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. K. Chandrashekhar, Director - Projects resigned and he was relieved from the services of the Company effective May 31, 2014. In accordance with the provisions of Companies Act, 2013 Mr. V. R. Mahadevan, Director retires by rotation and being eligible offers himself for reappointment. A brief profile of Mr.V. R. Mahadevan is given in the notice convening the 29th annual general meeting of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the listing agreement. At the Board Meeting held on May 30, 2014 Mr.R.Ramesh Kumar, President - Corporate & Secretary and Mr.PR.Easwar Kumar, Chief Financial Officer were appointed and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013.

MEETINGS OF BOARD

During the year 4 Board meetings and 4 Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing agreement, the Board has carried out an annual evaluation of its own performance, individual directors separately as well as the evaluation of the working of its Audit Committee, Committee of Directors, Stakeholders Relationship Committee and Nomination and Remuneration Committee. A robust review system was adopted by the Nomination and Remuneration Committee covering various aspects of the functioning of the Board and every Director for evaluation of performance.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four directors of which three members are independent directors and all the members of Audit Committee are financially literate. More details of the Audit Committee are provided in the Corporate Governance Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2015 was RS. 72.16 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 205(C) of the Companies Act, 1956 a sum of RS. 9,60,140/- being the unclaimed refund amount of balance application money in respect of the issue of equity shares in the initial public offer (IPO) of the Company made in the year 2007 was transferred to the Investor Education and Protection Fund of the Central Government in January 2015 after giving sufficient notice to the concerned shareholders.

Dividend which remains unclaimed out of the dividend declared by the Company for the financial year ended March 31, 2008 at the Annual General Meeting held on September 19, 2008 will be transferred to the Investor Education and Protection Fund of the Central Government in October 2015 pursuant to the provisions of Section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders.

HUMAN RESOURCES

Your Company has always had a strong conviction that the human capital is the pivotal force behind organization's success and therefore, has considered people development to be a vital need. The learning and development initiatives continued to receive importance. Accordingly, training programs based on development needs identified through competency gap analysis were designed and organised. In all, 150 programmes were organised and 1986 participants attended these programmes.

The Human resources function has been actively engaged in being a strategic partner of business. The people processes play a key role in ensuring that the Company remains a vibrant organization. As a step forward towards institutionalization of contemporary people processes, a HR study was undertaken facilitated by renowned external HR Consultants. With a view to ensure participative approach, the consultants had interacted with a number of employees in order to elicit their views and expectations. Consequently, the areas of improvements were identified and brainstormed by three Task forces consisting of employees from various divisions / functions and levels. Based on their recommendations, a number of new Employee Engagement initiatives have been introduced in the areas of improving work-life balance, creating better living conditions at project sites, launch of interactive Intranet portal, organizing sports and cultural events. These initiatives have been received well by the employees and have gone a long way to boost the morale of the employees and many more such initiatives are at works. Industrial Relations at various project sites and manufacturing units were cordial through the year.

Your Company is committed to permeating performance driven culture and towards this objective, it is imperative that employees are distinguished based on their contribution and recognized and rewarded adequately. Accordingly, the performance excellence awards were introduced and 49 employees were honoured in the Founder's day celebrations on September 28, 2014.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

EMPLOYEE STOCK OPTION SCHEME

Your Company has implemented the Employee Stock Option Scheme 2007 in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Nomination and Remuneration Committee, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31,2015 are attached as Annexure - I of this report.

DEPOSITS

Your Company has not accepted deposit from the public during the period under review and hence did not have outstanding deposits.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure II. During the FY 2014-15, the Foreign exchange earnings and outgo were RS. 104906 lakhs and RS. 1125 lakhs respectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has internal control system which includes financial control commensurate with the size, scale and complexity of company's operations. The internal audit function evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee was constituted by the Board of Directors on May 30, 2014 with Mrs.Sasikala Raghupathy as Chairman and Mrs.Swarnamugi Karthik and Mr.Gnana Rajasekaran as members of the Committee. The CSR Policy formulated and recommended by the Committee was approved by the Board on November 12, 2014. The Policy is in line with Schedule VII of the Companies Act, 2013 and the Company will be focusing on CSR activities pertaining to education, health, skill development and destitute women care and welfare. The contents of CSR Policy is given in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith as Annexure III.

REMUNERATION POLICY

The Remuneration Policy formulated by the Nomination and Remuneration Committee is given in Annexure IV.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for directors and employees to report genuine concerns as required by the Companies (Meetings of Board and its Powers) Rules, 2014 and the policy/mechanism has adequate safeguards against victimization of persons who use such mechanism and provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

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 given in the note No.34 to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee for approval. The Policy on related party transactions as approved by the Board is uploaded on Company's website.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.B.Chitra & Co, Company Secretaries in practice to undertake the secretarial audit of the Company. The Report of secretarial audit is annexed herewith as Annexure V. The audit report is unqualified and without reservation or adverse comment on compliance.

RISK MANAGEMENT POLICY

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c ) of the Companies Act, 2013 with respect to Directors' responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the Financial year ended March 31, 2015, the applicable accounting standards had 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 as at March 31,2015 and of the profit of the Company for the Financial year ended on that date ;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors had prepared the annual accounts for the year ended March 31, 2015 on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS' AND AUDITOR'S REPORT

Manohar Chowdhry & Associates, Chartered Accountants, Statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Manohar Chowdhry & Associates, Chartered Accountants confirmed that their re- appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment in terms of Section 141 of the Companies Act, 2013.

Explanation to Auditor's report on consolidated financial statements as required under Section 134(3) of the Companies Act, 2013

Auditor's Qualification:

The Auditors have expressed a qualified opinion stating that the consolidated financial statement include unaudited financial statement and other financial information of two subsidiaries, namely, BGR Boilers Private Limited and BGR Turbines Company Private Limited whose aggregate assets of RS. 1,11,800 lakhs as at March 31 , 201 5, aggregate revenue of RS. 1,28,645 lakhs and cash out flow amounting to RS. 277 lakhs for the year then ended. These unaudited financial statements as approved by the respective Board of Directors of the subsidiary companies have been furnished to the Auditors by the management of the holding company and the Audit report insofar as it relates to the amounts included in respect of these subsidiaries are based solely on such unaudited financial statements. The Auditors have stated that they are unable to comment on adjustments that may have been required to the accompanying consolidated financial statements had such unaudited financial statements been audited.

(Refer Page No. 72 in the Annual Report 2015).

Board's reply:

As the audited accounts of these subsidiaries were not received before approval of accounts by the Board of Directors of the holding Company, the consolidation was done on the basis of provisional unaudited financial statements taken on record by the Board of Directors of the respective subsidiary companies.

COST AUDITORS

The Board of Directors at its meeting held on May 28, 2015 approved the appointment of Mr.A.N.Raman, Cost Accountant as the Cost Auditor of the Company for the Financial year 2015-16, pursuant to the applicable provisions under the Companies Act, 2013.

Pursuant to Section 233(B)(4) of the Companies Act, 1956 Cost Audit Report for the financial year ended March 31, 2014 issued by Mr.R.Vaidhyanathan, Cost Auditor was submitted to the Central Government on October 27, 2014.

CORPORATE GOVERNANCE

A Report on Management Discussion & Analysis of Performance and Compliance of Corporate Governance under Clause 49 of the Listing Agreement and Certificate from auditors confirming compliance of conditions of Corporate Governance are included in this Annual Report as Annexure VI.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure VII.

ANNEXURES FORMING PART OF DIRECTORS' REPORT

The annexures referred to in this report and other information which are required to be disclosed are annexed herewith and form part of this Report of Directors.

ANNEXURE PARTICULARS

I Disclosure on ESOP as per SEBI Guidelines

II Energy conservation and Technology absorption

III Annual Report on CSR activities

IV Remuneration Policy

V Secretarial Audit Report

VI Corporate Governance Report along with the Certificate of Auditors

VII Extract of Annual Return in Form MGT-9

VIII Management Discussion & Analysis

ACKNOWLEDGEMENTS

Your Directors wish to thank the customers, vendors, collaborators, business partners/ associates, statutory authorities, Central and State Governments and shareholders for their support and cooperation during the year under review.

Your Directors also record their appreciation to the bankers for their continued financial support and guidance. Your Directors place on record their sincere appreciation to all the employees of the company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Sasikala Raghupathy Chairman

Place : Chennai Date : August 03, 2015

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Mar 31, 2014

To the Members of

BGR ENERGY SYSTEMS LIMITED

The directors have pleasure in presenting Twenty Eighth Annual Report together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS_

The highlights of the financial performance of the Company during the financial year ended March 31, 2014 as compared with the previous financial year ended March 31, 2013 are summarized below:

(Rs. Crore) Description 2013-14 2012-13

Income from 3295 3107 operations

Other income 0.50 5

Total Income 3296 3112

Earnings before 393 433

Interest, Depreciation, Tax and Amortization

Profit before tax 192 245

Tax Expense 82 81

Net Profit 110 164

Amount available for 110 164 appropriation

Less :

a) Dividend 22 51

b) Tax on dividend 4 8

c) Transfer to general 11 16 reserve

Balance carried to 73 89 Balance Sheet

Dividend and Appropriation_

Your Board of Directors have recommended a dividend of Rs. 3/- per equity share of Rs. 10/- each subject to the approval of the Members at the forthcoming 28th Annual General Meeting. This will result in dividend payment of Rs. 21.65 crores and payment of dividend tax of Rs. 3.68 crores. The dividend will be paid to members whose names appear on the Register of Members as on September 25, 2014 and as informed to the Company by National Securities Depository Limited and Central Depository Services (India) Limited, in respect of shares held in demat mode. Your directors wish to carry an amount of Rs. 73.62 crores to the Balance Sheet after appropriation towards dividend, corporate dividend tax and transfer to general reserve.

PERFORMANCE REVIEW_

During the year, your Company has received Letter of Award from Odisha Power Generation Corporation for execution of BoP works for 2 × 660 MW Thermal Power Plant in the State of Odisha. Your Company won its first BoP international contract to execute a 4 × 125 MW Gas based Power Plant at Nasiriyah, Iraq and the Ministry of Electricity, Government of Iraq issued the Letter of Award on October 13, 2013.

Your Company has completed commissioning of unit 1 (1 × 600 MW EPC) of Kalisindh project and unit 2 (1 × 600 MW EPC) of the same project is under progress. In respect of Mettur Project (1 × 600 MW EPC) trial operations were completed and the plant is under commercial operation.

Your Company has achieved good progress in the implementation of all ongoing EPC and BoP project contracts viz., Chandrapur (2 × 500 MW BoP), Marwa (2 × 500 MW BoP), Nawapara (2 × 300 MW EPC), Krishnapatnam (2 × 660 MW BoP), Mettur (1 × 600 MW EPC).

In respect of Super Critical technology space secured through NTPC''s bulk tender process, Your Company is progressing in the execution of contracts viz. NTPC Solapur (2×660 MW Boiler and its auxillary), DVC Raghunathpur (2×660 MW Boiler and its auxillary), NTPC Lara (2x800 MW STG and its auxillary) and NTPC Meja (2×660 MW Boiler and its auxillary). Your company is executing these Boiler contracts in collaboration with BGR Boilers Private Limited and Hitachi Power Europe. The contract for supply of Steam Turbine and Generator to Lara project is being executed in collaboration with BGR Turbines Company Private Limited and Hitachi Japan.

Your Company is initiating execution of new contracts secured during the year Viz. OPGCL- Odisha (2X660 MW BoP), Nasiriyah GTPP-Iraq (4x125 MW EPC).

As part of emphasis on achieving high standards of Quality Management, Power Projects Division received ISO 9001:2008 Certification.

Air Fin Cooler division has retained its dominant market leadership in Indian market and secured orders from Reliance and BPCL. Excellence in execution backed by senior level customer relationship and strategies has helped your Company to achieve highest order booking of Rs. 241 Crore. AFC has earned highest ever profit during the year by product mix and cost reduction strategies. The outlook for AFC business is quite promising in the international market, especially in Oman and Kuwait with major investments happening.

In the year 2013-14, Electrical Project Division saw one more year of achievement in establishing its core competency of the Division as a source of engineering excellence. During the year under review by active cooperation of selected manufacturers and suppliers, division carried out extensive type test and seismic test to verify and obtain approval for supplies of Major range of electrical equipment required for Nuclear Power Projects. During the year 400 KV GIS was installed and commissioned for TANGEDCO for their 1×600 MW Mettur Thermal Power Project (Stage III) at Mettur, Salem District and also achieved 6000 kms in terms of total live line installation of OPGW.

Environmental Engineering Division has bagged India''s largest Deaerator package from L & T for NPCIL for 2×700 MW RAPP and also bagged first export order to Raksaya, Indonesia for Deaerator. EED completed first CPU PG Test at BHEL (GSECL), Ukal -1×500 MW and the Second CPU PG Test in progress at North Chennai 2×500 MW- Unit II. Your Company has bagged first WTP order on EPC basis from Public Works Department, Government of Odisha - 42 MLD Water supply to Puri town. The overall financial performance of the division during the year has been generally in line with the market conditions which have not been very encouraging. Nevertheless, the division could register many operating achievements during the year.

Oil & Gas Equipment Division with a breakthrough order from Reliance, is ready for turn around. OGED is working for a major order for Gathering Centers. During the year under review, prime focus was on getting registration and establishing customer approvals.

INDIAN POWER SECTOR SCENARIO

With a production of 1,006 TWh (including captive generation), India is the fifth largest producer and consumer of electricity in the World. Although power generation has grown over 100-fold since independence, demand growth has been even higher due to accelerating economic activity.

The country''s installed power generation capacity has more than doubled to 237.74 GW during the past 10 years and the current thermal installed capacity in the country stands at 163.30 GW. For the 12th Five-Year Plan, a total of 88.5 GW of power capacity addition is targeted, of which 72.3 GW constitutes thermal power. Thus, the total capacity addition targeted was 18,432 MW, while the actual capacity addition achieved till Feb''14 was 12,539 MW.

EPC INDUSTRY ANALYSIS

The EPC companies represent an important cog in the wheel of power capacity addition in the country. Over the past few years, some large EPC companies have witnessed impressive growth in their revenues and order books. However, this growth is not reflected in their bottom line performance.

This slowdown/squeeze in profits can be attributed to multiple causes – time overruns due to regulatory bottlenecks, cost overruns, inflationary pressures, project delays, commodity price fluctuations, aggressive bidding, resource constraints, delayed payments from clients, inability to receive design in time and scope change approvals from clients. All these factors, adversely impacted project cash flows and consequently interest outgo and lower profits. The added debt burden affects overall profitability. Furthermore, companies have been adversely affected by the slowdown in award of projects, execution hurdles and rising interest rates. This has resulted in stretched working capital requirements and has led to an increased debt burden on the balance sheet. In the present scenario, companies face an increasing need to realign their strategies and focus on profitability as against revenue growth.

FUTURE OUTLOOK, THE YEAR AHEAD

Your Company has been able to sustain the ongoing sluggish period in the Power Sector in terms of new order intake and implementation of existing projects. The recent positive economical and policy indicators in the form of fast track approval process for new projects adopted by Government; debt restructuring to rejuvenate the SEB''s, coal allocation for projects, have had favourable effect on the sector and the dividends of the same will be witnessed in the coming years.

The Company is poised to further strengthen its position in domestic market. The Company is currently in an active transition mode to gear up from a Domestic EPC Company to a Global EPC solution provider of International standards and repute. New methodology in project and civil work execution, new strategies for talent management, additional capital investment in Plant and Machinery for increased mechanization, strategies to ramp up the HSE policies, quality of workmanship are being actively pursued.

The Company will focus aggressively on products catering to the process industry in the oil & gas and petrochemical sectors. The equipment offering of your Company such as Air Fin Cooler, Deaerator and CPU were able to gain the significant market share and are now the most preferred product supplier for many of the large conglomerates in India and abroad. New methodology implemented for cost reduction in manufacturing, improvements in quality and service of these products have reaffirmed market prominence in these segments.

The first International EPC order for a Power Project in Iraq, has enabled the Company to ascertain the Company''s core Engineering and Project Management capabilities and instill confidence to international clients of your Company''s capability as a Global EPC company. The Company will strive to demonstrate significant presence in the South East Asian Markets and Middle East where number of coal and gas based power projects are planned. These markets would continue to attract big investment due to their low per capita consumption of electricity, high demand and vast energy resource availability. Hence, your Company would strive to further gain strength in International markets by targeting projects of high value.

PROGRESS AND STATUS OF JOINT VENTURE

BGR Boilers Private Limited and BGR Turbines Company Private Limited

These joint venture companies with Hitachi have substantially completed acquisition of private lands required for the project and engaged in the process of acquiring the necessary government lands. The Companies meanwhile have obtained construction permits for the proposed manufacturing plant. During the year the Joint Venture Partner Hitachi Power Europe GmbH, Germany (HPE) as part of global integration of thermal power system business of MHI and Hitachi has merged its thermal Power business with Mitsubishi Heavy Industries Limited to form a new joint venture "Mitsubishi Hitachi Power Systems Limited". HPE has indicated that they will however continue with the Joint Venture in India and the matters of concern arising due to the global integration of thermal power business between Hitachi and MHI are being addressed and your Company is looking forward to find mutually beneficial and acceptable solutions.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-27) on financial reporting of interest in Joint Ventures, the audited Consolidated Financial Statements are annexed to this annual report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary companies are not attached with the financial statements of the Company. The Company will make available the annual financial statements of the Subsidiary companies and related information to the members of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary companies will be open for inspection by shareholders at the Registered and Corporate Office of the Company and Subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary companies.

HUMAN RESOURCES

Skill development continues to be the focus during this year as well. Training is an important aspect of people development which enables enhancement of technical, behavioural and managerial skills of the employees and therefore, it is imperative for any organization to provide adequate opportunities and encouragement to its employees to learn and develop.

Keeping the above in view, a detailed exercise was carried out to map the competency requirements and identify competency gaps of each employee and based on such competency gaps, suitable training programs were designed and implemented across levels / functions / locations. During the year, 112 training programs were organised and 2228 participants attended the programs across the organization.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Employee Stock Option Scheme 2007 in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 are attached as Annexure – I of this report.

DEPOSITS

Your Company has not accepted any deposit from the public during the period under review and did not have any outstanding deposits.

STATUTORY INFORMATION

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy are not applicable to your Company. The particulars relating to technology absorption are enclosed as Annexure – II of this report. During the FY 2013-14, the Foreign exchange earnings and outgo were Rs. 17995 lakhs and Rs. 679 lakhs respectively. In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the annual report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such information, may write to the Company Secretary of the Company.

LEADERSHIP

Mr. B.G. Raghupathy, Founder / Chairman of the Company passed away on July 28, 2013. Your directors wish to place on record its deep grief and sorrow on the untimely and sudden demise of the visionary leader, who steered the Company and built BGR Energy Systems Limited as a professionally competent and competitive company in the Power sector. Subsequent to the untimely demise of Mr.B.G.Raghupathy the Board of Directors on July 31, 2013 constituted an "Empowered Committee of Directors" with substantial powers of management so as to enable seamless transition until such time the Promoter group and the Board make decision on appointment of Chairman of the Board and Managing Director. The Empowered Committee discharged all important functions and affairs of the Company at apex level. Mrs. Sasikala Raghupathy was appointed as Chairman of the Board of Directors of the Company by the Board of Directors on September 11, 2013. Thereafter, the Board and Promoters with careful consideration and analysis has appointed a leadership team consisting of two joint managing directors effective from October 2013.

Accordingly, Mr. V.R.Mahadevan was

re-designated as Joint Managing Director and Mr. A.Swaminathan was appointed as Joint Managing Director & CEO. Mr. Mahadevan is entrusted with responsibility of technology initiatives, joint ventures and capital projects, technology infrastructure, and strategic collaboration. Mr. Swaminathan will lead the whole of business operations including Progen Systems and Technologies Limited.

BOARD OF DIRECTORS

Mr. M.Gopalakrishna and Mr. S.A.Bohra, Directors, retire by rotation and being eligible, offer themselves for re-appointment as independent directors to hold office consecutively for a term up to March 31, 2019. The Board recommends their re-appointment. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 the Board recommends the re-appointment of remaining independent directors namely Mr. S.R.Tagat and Mr. Heinrich Bohmer to hold office consecutively for a term up to March 31, 2019 and Mr. M.S.Sundara Rajan and Mr. Gnana Rajasekaran to hold office consecutively for a term up to the conclusion of Annual General Meeting in the year 2019. Profile of the directors is given in the notice convening the 28th annual general meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have 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 as at March 31, 2014 and of the profit of the Company for the Financial year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Directors have prepared the annual accounts for the year ended March 31, 2014 on a going concern basis.

STATUTORY AUDITORS AND AUDITORS'' REPORT

Manohar Chowdhry & Associates, Chartered Accountants, Statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Manohar Chowdhry & Associates, Chartered Accountants confirmed that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment in terms of Section 141 of the Companies Act, 2013.

COST AUDITORS

The Board of Directors at its meeting held on May 30, 2014 approved the appointment of Mr. R. Vaidhyanathan, Cost Accountant as the Cost Auditor of the Company for the Financial year 2014-15, pursuant to the applicable provisions under the Companies Act, 2013. Pursuant to Section 209(1)(d) of the Companies Act, 1956 Cost Audit Report for the Financial year ended March 31, 2013 issued by Mr. R.Vaidhyanathan, Cost Accountant was submitted to the Central Government on November 08, 2013.

CORPORATE GOVERNANCE

A Report on Management Discussion & Analysis of Performance and Compliance of Corporate Governance under clause 49 of the listing agreement and Certificate from auditors confirming compliance of conditions of Corporate Governance is included in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the excellent support and co-operation given by customers, shareholders, vendors, collaborators, business partners/ associates, statutory authorities, Central and State Governments during the year under review.

Your Directors also record their appreciation to the bankers for their continued support and timely financial assistance in meeting the Company''s resource requirements. Your Directors acknowledge the dedicated services rendered by all the employees of the company.

For and on behalf of the Board

Place : Chennai Sasikala Raghupathy Date : 30.05.2014 Chairman

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Mar 31, 2013

To the Members of BGR ENERGY SYSTEMS LIMITED

The directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited financial statements for the year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of the financial performance of the Company during the financial year ended March 31, 2013 as compared with the previous financial year ended March 31, 2012 are summarized below:

(Rs. Crore) Description 2012-13 2011-12

Income from operations 3107 3447

Other income 5 5

Total Income 3112 3452

Earnings before Interest, 433 473 Depreciation, Tax and Amortization

Profit before tax 245 327

Tax Expense 81 103

Net Profit 164 224

Amount available for appropriation 164 224

Less :

a) Dividend 51 51

b) Tax on dividend 8 8

c) Transfer to general reserve 16 22

Balance carried to Balance Sheet 89 143

DIVIDEND

Your Board of Directors have recommended a dividend of Rs. 7 per equity share of Rs. 10/- each subject to the approval of the Members at the forthcoming 27th Annual General Meeting. This will result in dividend payment of Rs. 50.51 crores and payment of dividend tax of Rs. 8.19 crores. The dividend will be paid to members whose names appear on the Register of Members as on September 25, 2013 and as informed to the Company by National Securities Depository Limited and Central Depository Services Limited, in respect of shares held in demat mode. Your directors wish to carry an amount of Rs. 88.60 crores to the Balance Sheet after appropriation towards dividend, corporate dividend tax and transfer to general reserve.

PERFORMANCE REVIEW

During the year, your Company successfully bid for a BoP Contract from Odisha Power Generation Corporation Limited and the resulting contract is expected to be received shortly in the current financial year.

Your Company has achieved progress in the implementation of all ongoing EPC and BoP project contracts viz., Kalisindh (2 X 600 MW EPC), Marwa (2 x 500 MW BoP), Mettur (1 X 600 MW EPC), Chandrapur (2 x 500 MW BoP), Nawapara (2 X 300 MW EPC), Krishnapatnam (2 X 660 MW BoP).

In respect of break-through contracts in Super Critical technology space secured through NTPC''s bulk tender process for supply of 6 units of 660 MW steam generators to Solapur (2 X 660), Meja (2 x 660) and DVC-Raghunathpur (2 X 660), your Company is executing engineering works and commenced manufacturing activities in collaboration with BGR Boilers Private Limited and Hitachi Power Europe. Similarly, the contract for supply of 2 x 800 MW Steam Turbine and Generator to Lara project is being executed in collaboration with BGR Boilers Private Limited and Hitachi Japan.

During the year under review, Electrical Project Division has commissioned all 4 units of 33 MW Hydroelectric project for NHPC at Teesta, Siliguri, West Bengal as e-BoP contractor and this is the first hydroelectric project carried out by your Company. The Division has completed over 4750 KM of OPGW stringing under LIVE-LINE conditions on EHV transmission lines rated up to 400 KV which was spread over 10 States of India. This Division is executing e-BoP contract for 4 units of 700 MW Nuclear projects of Nuclear Power Corporation. Your Company has taken steps to qualify for e-BoP projects including EHV switchyards for Ultra Mega Power projects for which tenders are being floated by clients.

Air Fin Cooler division has achieved growth in profit by 38% compared to the previous financial year and this is the second consecutive year to achieve more than 30% growth in profit. Your Company received major orders from IOCL for Paradip Refinery and BPCL, Siemens for NMDC project in Chattisgarh. Your Company supplied equipment to International clients/markets, including GPS, Al-Hassan, Toledo, Dodsal, CCC, SiadMi and AlKhorayef. Your Company has successfully completed IBR Tube Bundles for IOCL - Paradip with shortest lead time of 5 months. Opportunities in Indian market have been very poor as no new refineries came up in the year 2012-13. However, there are signs of improvement with expansion of two major refineries viz., BPCL and Reliance Jamnagar and they are expected to open up good business in the current financial year. Your Company would lay focus on business prospects in new markets like Nigeria, South East Asia and North Africa and repeat orders from clients.

Environment Engineering Division has bagged a prestigious order from Dodsal for 2 x 700 MW Deaerator Package for Khakrapara- NPCIL project. This, when executed, will be the largest Deaerator in India surpassing the earlier largest one supplied by your Company to NPCIL. During FY 2012-13, your Company firmly established itself as a significant market player in Condensate Polishing Units.

Oil & Gas Equipment division posted muted performance due to competition and constraints in bidding for large projects due to lack of pre-qualification. Your Company has adopted strategy to tie-up with global technology majors and bid for large EPC and LSTK projects. The benefits of this market approach will be realized in the years to come.

INDIAN POWER SECTOR SCENARIO

The Policy emphasis laid by the Govt. of India to the power sector in the preceding years, has facilitated setting up of additional power generation capacity in the country. Bulk tenders invited by NTPC for 11 units of 660 MW and 9 units 800 MW Super-critical Steam Generators and Steam Turbine Generators have played a critical role in catalyzing the sector.

Some of the major challenges affecting the Power sector generation capacity addition are:

1. Availability of land

2. Lack of firm commitment on fuel supply and unpredictable pricing of imported fuel (coal/gas)

3. Slow and tedious process of environmental clearances linked with clearance for coal mines

4. Deteriorating financial health of State Power Utilities

There is a significant back log of new power projects which are held up for either grant of fuel linkages or for conversion of assured linkages to firm Fuel Supply Agreements. Some of these projects (without Fuel Supply Agreements) are already under advanced stages of construction. Even many completed projects are awaiting fuel supply to start generation. It is being reported that around 7-8% of the installed base of the country 223 GW is idle because of either lack of fuel (coal and gas) or evacuation challenges. Most of the IPPs on the planning stage which had called for bids have either shelved their plans or have put them on hold due to the reasons mentioned above. The combined effect of all the above created serious short term concerns for the entire power sector and all its stake holders. As an immediate impact the market size for new power projects has shrunk and as a result competition has become very intense impacting margins of contracts for new power projects.

Mounting losses of the State Utility/Discom companies have severely impacted the cash flow of projects under implementation. This also adversely impacts financing of new power projects. The Financial Restructuring Plan implemented by the Central Government in late 2012 is expected to improve financial health of the State Utility/ Discoms and could become harbinger for overall improvement of Power sector.

Despite the huge challenges and shrinking market size, your Company has closed the year with healthy order book of over Rs. 11000 Crores.

FUTURE OUTLOOK, THE YEAR AHEAD

The challenges in Power sector are still persisting. However, considering the fact that power being the most crucial component of economic growth and sustenance the current challenges are expected to be resolved sooner than later. Thermal power projects will constitute almost 2/3rd of the new power projects in the next decade and almost all coal based power projects will be based on super-critical technology. Your Company will continue to play a significant role in its area of strength and in the short term your Company will focus projects which are free of present bottlenecks and is confident of securing large value BoP and equipment contracts and in the near term keep itself agile to the supercritical technology based power projects.

Your Company''s design and Engineering strength and proven execution track record will help your Company to weather the current market conditions and stay nimble footed so as to avail of opportunities when the sector''s fortunes turn around.

In this backdrop, your Company has taken initiatives to explore overseas power project prospects, with a specific emphasis on Middle East markets, where a number of gas power projects are coming up.

The underlying aspects of the slow growth phase bottoming out and promise of latent power demand in the country are the silver lining for the sector and your Company will continue to play a significant role in the development of the power infrastructure of the country.

PROGRESS AND STATUS OF JOINT VENTURE & SUBSIDIARY

During the year under review, your Company signed a Memorandum of Understanding with the Tamil Nadu Government in November 2012 to secure the support of the Government of Tamil Nadu for the Joint Venture Projects.

BGR BOILERS PRIVATE LIMITED

The Joint Venture established to Design, Manufacture, Install and Commission of Supercritical Boilers of 660 MW, 800 MW and 1000 MW rating capacity has obtained all approvals required to commence construction of its manufacturing plant and is expects to start production by early 2015.

BGR TURBINES COMPANY PRIVATE LIMITED

The Joint Venture was established to Design, Manufacture, Install and Commission of Supercritical Steam Turbines and Generators of 660 MW, 800 MW and 1000 MW units. The company plans to commence production by later 2015.

SRAVANAA PROPERTIES LIMITED, SUBSIDIARY

Your Company on 2nd November, 2012 acquired 100% of the equity share capital of Sravanaa Properties Limited, which owns landed property in Chennai. Your company intends to set up its office in this land property to house the operating divisions and corporate office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard (AS-27) on financial reporting of interest in Joint Ventures, the audited Consolidated Financial Statements are annexed to this annual report.

In accordance with the general Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the financial statements of the Company. The Company will make available the Annual financial statements of the subsidiary companies and related information to the members of the Company who may be interested in obtaining the same. The Annual reports of the subsidiary companies will be open for inspection by shareholders at the Registered and Corporate Office of the Company and Subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

HUMAN RESOURCES

Your Company''s focussed effort of talent building over the last few years have yielded very good results and the company has in place a strong team of experienced and competent professionals. Being an EPC Organization, Project Management is of paramount importance and therefore, during the year, your Company had substantially strengthened the Project Management teams through induction of senior level resources.

Your Company has also successfully established an effective performance driven culture and this has motivated the employees to perform better. The focus during the current financial year was towards nurturing, equipping the talent pool to manage bigger challenges in the coming years by providing them with adequate training in technical and behavioral areas. With a view to enhance the Company''s in-house Project Management capabilities, exclusive Certification courses were organised for the core Project Management team which has resulted in overall improvement. In addition, training in vital areas like Leadership, Time management and Communication by leading trainers during the year have also helped to enhance Company''s Employee Capabilities.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Employee Stock Option Scheme 2007 in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 are attached as Annexure - I of this report.

DEPOSITS

Your Company has not accepted any deposit from the public during the period under review and did not have any outstanding deposits.

STATUTORY INFORMATION

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy are not applicable to your Company. The particulars relating to technology absorption are enclosed as Annexure - II of this report. During the FY 2012-13, the Foreign exchange earnings and outgo were Rs. 8488 lakhs and Rs. 949 lakhs respectively. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956 the annual report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such information, may write to the Company Secretary of the Company.

BOARD OF DIRECTORS

Mr. T. Sankaralingam, Managing Director relinquished his office and he was relieved from the office of Managing Director of the Company with effect from 31st December 2012. Your directors wish to place on record their appreciation for valuable contribution and services rendered by Mr. T. Sankaralingam during his tenure as the Managing Director of the Company.

Mrs. Sasikala Raghupathy, Mr. Heinrich Bohmer and Mr. A. Swaminathan, Directors, retire by rotation and being eligible for re-appointment, offer themselves for re-appointment. The Board recommends their re-appointment. Profiles of these directors are given in the notice convening the 27th annual general meeting of the Company.

On November 01, 2012, Mr. K. Chandrashekhar was co-opted as an additional director on the Board and he retires at the forthcoming Annual General Meeting and seeks appointment in terms of Section 257 of the Companies Act, 1956. He has been appointed as Wholetime Director for a period of 5 years with effect from 1st November 2012. The profile of Mr. K. Chandrashekhar and the terms and conditions of his appointment including remuneration are given in the Notice of 27th Annual General Meeting of the Company. On February 08, 2013, Ms. Swarnamugi Karthik was co-opted as an additional director on the Board and she retires at the forthcoming Annual General Meeting and seeks appointment in terms of Section 257 of the Companies Act, 1956. She has been appointed as Wholetime Director for a period of 5 years with effect from 8th February 2013. The profile of Ms. Swarnamugi Karthik and the terms and conditions of her appointment including remuneration are given in the Notice of 27th Annual General Meeting of the Company.

The Company has received notices proposing Mr. K. Chandrashekhar and Ms. Swarnamugi Karthik for appointment to the office of director. The Board of Directors recommends these proposed appointments.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have 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 as at March 31, 2013 and of the profit of the Company for the Financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts for the year ended March 31, 2013 on a going concern basis.

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

Manohar Chowdhry & Associates, Chartered Accountants, Statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Manohar Chowdhry & Associates, Chartered Accountants confirmed that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment in terms of Section 226 of the Companies Act, 1956.

COST AUDITORS

As per the Order dated 24th January, 2012 issued by the Ministry of Corporate Affairs, the appointment of Cost Auditors becomes mandatory for your Company pursuant to the provisions of Section 233B of the Companies Act, 1956. Accordingly, the Board of Directors at its meeting held on 29th May, 2013 approved the appointment of Mr. K. Vaidyanathan, Cost Accountant as the Cost Auditors of the Company for the Financial year 2013-14, subject to the approval of the Central Government.

CORPORATE GOVERNANCE

A Report on Management Discussion & Analysis of Performance and Compliance of Corporate Governance under clause 49 of the listing agreement & Certificate from Auditors confirming compliance of conditions of Corporate Governance is included in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the excellent support and co-operation given by customers, shareholders, vendors, collaborators, business partners/associates, statutory authorities, Central and State Governments during the year under review.

Your Directors also record their appreciation and gratitude to the Bankers for their continued support and timely assistance in meeting the Company''s resource requirements. Your Directors acknowledge the dedicated services rendered by all the employees of the company.

For and on behalf of the Board

Place : Singapore B. G. RAGHUPATHY

Date : May 29, 2013 Chairman & Managing Director

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Mar 31, 2012

To the Members of BGR ENERGY SYSTEMS LIMITED

The directors are pleased to present Twenty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2012.

FINANCIAL RESULTS

During FY 2011-12, your company has achieved total income of Rs. 3452.31 Crores. The highlights of the financial performance of the Company during the financial year ended March 31, 2012 as compared with the previous financial year ended March 31, 2011 are summarized below:

(Rs. Crores)

Description 2011-12 2010-11

Income from operations 3447 4750

Other income 5 19

Total Income 3452 4769

Earnings before Interest, 473 540 Depreciation, Tax and Amortization

Profit before tax 327 482

Tax Expense 103 158

Net Profit 224 324

Amount available for appropriation 224 324

Less :

a) Dividend 51 72

b) Tax on dividend 8 12

c) Transfer to general reserve 22 32

Balance carried to Balance Sheet 143 208

DIVIDEND

Your Board of Directors have recommended a dividend of Rs. 7 per equity share of Rs. 10 each subject to the approval of the Members at the forthcoming 26th Annual General Meeting. This will result in dividend payment of Rs. 50.51 Crores and payment of dividend tax of Rs. 8.20 Crores. The dividend will be paid to members whose names appear on the Register of Members as on September 21, 2012 and as informed to the Company by National Securities Depository Limited and Central Depository Services Limited, in respect of shares held in demat mode. Your directors wish to carry an amount of Rs. 142.46 Crores to the Balance Sheet after appropriation towards dividend, corporate dividend tax and transfer to general reserve. Your directors kept in view of the requirement of resources to finance increased working capital, equity contribution for setting up of Steam Generator, Steam Turbine and Generator manufacturing facilities and decline in profit in FY 2011-12.

BUSINESS PERFORMANCE

The Power Projects business of your Company is executing EPC and BoP turnkey project contracts for State electricity utilities and private sector IPPs. The projects have rated capacity of 500 MW, 600 MW and 660 MW and are of Sub critical and Super Critical technologies. The capital goods businesses are engaged in Electrical, Environment, Oil and Gas sector in India and abroad for executing turnkey contracts for supply of high tech equipment and installation of power equipment.

An overview and major milestones of operations during the year are as under;

a) An Engineering, Procurement and Construction ("EPC") contract for 2 x 300 MW coal based thermal power project located in Chattisgarh from TRN Energy Private Limited, for a value of Rs. 1,698 Crores was secured.

b) Your company has emerged as the lowest bidder in the tender called for by NTPC for supply of 9 x 800 MW super critical Steam Turbine and Generators units and would supply 4 units of 2 x 800 MW to Lara Super Thermal Power project and 2 x 800 MW Darlipali Super Thermal Power project for an aggregate value of Rs. 2,968 Crores.

c) Your company has also emerged as the lowest bidder in NTPC's 11 x 660 MW Super critical boiler tender. This tender is for supply of 11 Super critical boilers of 660 MW capacity. Your Company would supply 6 units to 2 x 660 MW Solapur Super Thermal power project, 2 x 660 MW Meja Thermal Power project and 2 x 660 MW Raghunathpur Thermal Power project for an aggregate value of Rs. 5,565 Crores.

d) Your Company successfully completed, perhaps, the World's largest and tallest natural draught cooling tower with height of 202 meters and diameter of 145 meters at Kalisindh 1200 MW power project in Rajasthan.

e) Electrical Project Division has bagged a large EPC contract for Electrical systems for 4 units of 700 MW of Nuclear Power projects for a value of Rs. 444.48 Crores from Nuclear Power Corporation. Electrical Projects business is qualified to implement large OPGW live-line projects and has installed over 2400 KM in various States for Power Grid Corporation. This division has executed projects for supply and installation of Gas Insulated Switch gear for PSU customers.

f) Air Fin Cooler division has achieved ever highest turnover of Rs. 178 Crores registering over 36% growth over the previous year and closed the year with healthy order book position of Rs. 180 Crores. Your Company made significant expansion of export markets in Kuwait, Oman and Qatar. Despite stiff competition and challenges in international markets, Air Fin Cooler business has achieved secular improvement in its performance.

g) Environment Engineering division is engaged in the business of supply of Deaerators, Condensate Polishing Unit ("CPU") and Water Treatment Plant. During the year, significant success was made in Deaerator business and your company firmly established its market position in CPU business.

h) Despite drop in sales over the previous year, the Oil & Gas Equipment division has profitably executed contracts for supply of Oil storage tanks, Mobile Test separator, scrapper launching / receiving stations and gas processing units. The USD 80.5 Million contract with SCOP, Iraq for Akash and Al-Mansuriya gas field development was terminated with mutual consent of the company and client and contractual claims will be settled with mutual agreement. This termination of contract became necessary in view of the client's decision to award gas development projects to private companies.

PROGRESS AND STATUS OF JOINT VENTURE

The joint venture companies established in strategic partnership with Hitachi Japan and Germany for Super Critical Steam Turbine and Generators and Steam Generators ("BTG") are progressing well and are gearing up to commence the manufacturing during the first half of FY 2013-14. The strategic tie up through joint venture has positioned your company as a full service EPC company with capability design, engineering and manufacture of BTG and BoP equipment and civil works in the same platform with BHEL and L&T.

BGR BOILERS PRIVATE LIMITED

Your Company invested Rs. 94.90 Crores towards equity contribution constituting 70 % in the equity capital of BGR Boilers Private Limited. The Joint venture with Hitachi Power Europe, Germany has acquired lands for setting up of manufacturing facility for Super critical steam generators of 660 MW, 800 MW and 1000 MW capacity. Towards implementation of the project, technology transfer and technical training from Hitachi Power are progressing and the JV company has also placed orders for purchase of long lead capital equipment. The Joint venture company is expected to achieve financial closure for the manufacturing facility during the current financial year.

BGR TURBINES COMPANY PRIVATE LIMITED

Your Company has so far invested Rs. 136.16 Crores towards equity contribution constituting 74 % in the equity capital of BGR Turbines Company Private Limited. The joint venture with Hitachi, Japan has acquired lands required for setting up of manufacturing facility for Steam Turbines and Generators. During the year, technology transfer and technical training have commenced. The JV company has placed orders for purchase of long lead capital equipment. The Joint venture company is expected to achieve financial closure for the manufacturing facility during the current financial year.

INDIAN POWER SECTOR SCENARIO

The Indian power sector is making slow but steady progress even with peak shortage of 10.3% during FY 2011 - 12. The growth of power sector is synonymous with the sustenance and the drive to keep up growth momentum of GDP The Government of India, State and Central utilities continue to give greater importance of adopting Super critical technology in all fossil fuel based power plants, with high efficiencies and lower emission. India made a modest beginning in deploying Super critical technology based power equipment of large unit sizes viz., Boilers, Turbine and Generators with increased visible presence only in recent years. In 12th plan period, about 60% of the coal based power projects are of Super critical technology and in 13th plan period all coal based projects are likely to be based on super critical technology.

The increase in variable cost and interest rate has adversely affected the cost of power generation for Central, State utilities & independent power producers and it has in turn laid thrust on more efficient power plants in future to save on cost of fuel. The Integrated Energy Policy envisages coal to be the predominant fuel till 2031 - 32. With Central Electricity Authority directive of blending of 30% of imported coal and coal shortage, has further increased the importance of efficiency of power plants and proven technology products from BTG suppliers, with ability to handle variety of coal combinations. During the year under review, there has been a slow down and delays in award of contracts for large power projects by Central and State utilities and Independent power producers on account of variety of reasons including natural gas availability, coal linkage, abnormal increase in price of imported coal, land acquisition, environmental clearance and poor financial health of State Discoms. These factors adversely affected the economics of power generation, which in turn has drastically reduced the market potential for power plant EPC contractors and equipment manufacturers in the last fiscal year.

Your company's capital goods business service Power and Process sector in India and abroad. These businesses also have witnessed slowdown and delays in capacity addition by industries.

FUTURE OUTLOOK, THE YEAR AHEAD

In Supercritical technology based power projects, many customers are opting for complete range of Engineering, Procurement and Construction ("EPC") route over the multiple package route. The in-house capability to manufacture Super critical BTG have enabled your company to equip with proven, efficient and cost competitive technology solutions to customers. Your company is one of the three Indian EPC companies to manufacture both Super critical boilers and steam turbine generators, which has a distinct advantage in offering a competitive and complete EPC package due to the vast experience in turnkey Balance of Plant. Your company have an added advantage of continuous improvements in in-house engineering standards, augmentation, retention of human resources, adoption of best practices in construction, in-house manufacturing, increased mechanization and augmentation of construction equipment for faster execution.

The Capital goods business segment would continue to lay thrust on domestic and international markets. GIS sub stations, OPGW, LNG terminal, Hydro Carbon sector and export markets would offer significant growth opportunities for these business segment.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Ventures, the audited Consolidated Financial Statements are annexed to this annual report.

In accordance with the general Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the financial statements of the Company. The Company will make available the Annual financial statements of the subsidiary companies and related information to the members of the Company who may be interested in obtaining the same. The Annual reports of the subsidiary companies will be open for inspection by shareholders at the Registered and Corporate Office of the Company and Subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

HUMAN RESOURCES

The Company's business has been growing at a rapid pace and in order to ensure a vibrant organization which is capable of coping up with the challenges of growth thrust areas in FY 2011 - 12 have been ;

a) Building highly competent and committed team of people.

b) Inculcating a performance driven culture.

c) Identifying and developing employee potential through adequate training and developmental interventions.

Building an organization of highly competent work force has been of vital importance and consequently talent acquisition across different levels, functions and business verticals has been the most significant effort. The Company, over a period of time, has established itself as a visible, respected brand in the industry thereby attracting talent at senior levels from across leading companies in the country. Your Company added 930 employees, mostly engineers and professionals during the year. Your company has set up Engineering & Project Management Centre of Excellence at New Delhi Regional Office, in addition to its existing infrastructure in Chennai.

In addition to lateral induction across various levels, your company has taken steps to build talent pool through Graduate and Post Graduate trainee programme so as to sustain and manage organizational challenges over period of times. These graduates are recruited from premier campuses across the country and are imparted comprehensive tailor made training.

The Company laid stress on performance reward driven culture thereby creating and nurturing an environment that fosters highly motivated work force. In order to ensure overall employee growth, your company imparts in-house as well as external training in the areas of technical, techno commercial and behavioral skills. In the coming years, in order to enhance knowledge and skill levels to cope-up with the changing business needs and the training would focus on project management, communication and leadership besides technical training.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Employee Stock Option Scheme 2007 in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 are attached as Annexure - I of this report.

STATUTORY INFORMATION

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy are not applicable to your Company. The particulars relating to technology absorption are enclosed as Annexure - II of this report. During the FY 2011-12, the Foreign exchange earnings and outgo were Rs. 454.51 Crores and Rs. 686.95 Crores respectively. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the annual report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such information, may write to the Company Secretary of the Company.

BOARD OF DIRECTORS

Mr.S. Rathinam, Director - Finance relinquished his office with effect from February 7, 2012. Your directors wish to place on record their appreciation for valuable service and guidance rendered by Mr.Rathinam during his tenure on the Board of the Company. The Board also wish to convey its gratitude to Mr.Rathinam for the invaluable contribution and wise counsel rendered by him during his two decades of service with the company.

Mr.S.R. Tagat and Mr.V.R. Mahadevan, Directors, retire by rotation and being eligible for re-appointment, offer themselves for re-appointment. The Board recommends their re-appointment. Profiles of these directors are given in the notice convening the 26th annual general meeting of the Company.

On November 14, 2011, Mr.M.S. Sundara Rajan has been co-opted as an independent director on the Board and he holds office up to the date of the forthcoming annual general meeting in terms of Section 257 of the Companies Act, 1956. The Company received a notice proposing Mr.M.S. Sundara Rajan for appointment to the office of director. The profile of Mr.M.S. Sundara Rajan is given in the notice convening the 26th annual general meeting of the Company. The Board recommends his appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have 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 as at March 31, 2012 and of the profit of the Company for the Financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts for the year ended March 31, 2012 on a going concern basis.

STATUTORY AUDITORS' AND AUDITORS' REPORT

Manohar Chowdhry & Associates, Chartered Accountants, Statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Manohar Chowdhry & Associates, Chartered Accountants confirmed that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment in terms of Section 226 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company is committed to maintain and comply with the standards of Corporate Governance as set out in Clause 49 of the Listing Agreement and your Directors are pleased to attach a report on Corporate Governance together with the following Certificates / Declarations.

a) Chief Executive Officer and Chief Financial Officer certificate.

b) Declaration on code of conduct.

c) Certificate from the Company's Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the financial year under review, is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the patronage, support and co-operation received from the customers, vendors, consortium of banks, collaborators, business partners / associates, statutory authorities, Central and State Governments during the year under review. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels through their hard work, dedication and performance.

For and on behalf of the Board

Place : Chennai B. G. RAGHUPATHY

Date : May 30, 2012 Chairman & Managing Director

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Mar 31, 2011

To the Members of

BGR ENERGY SYSTEMS LIMITED

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the audited financial statements for the year ended March 31, 2011.

FINANCIAL RESULTS – “BILLION DOLLAR” REVENUE

During FY 2010-11, the total income of the Company crossed Rs. 4700 Crore, thus becoming a Billion Dollar company in revenues.

The highlights of the financial performance of the Company during the financial year ended March 31, 2011 as compared with the previous financial year ended March 31, 2010 are summarized below:

(Rs. in Crore)

Description 2010-11 2009-10

Sales 4747 3069

Other income 22 25

Total Income 4769 3094

Expenditure 4210 2726

Profit before depreciation, Interest 559 368 and Tax

Interest 60 54

Depreciation 17 10

Profit before tax 482 305

Provision for tax and FBT 158 104

Profit after tax 324 201

Amount available for appropriation 324 201

Less:

a) Dividend 72 50

b) Tax on dividend 12 9

c) Transfer to general reserve 32 20

Balance carried to Balance Sheet 208 122

The sales registered a growth of 55% and stood at Rs. 4747.49 Crore as compared to Rs. 3069.25 Crore in the previous year. The Company’s Profits from Operations for the year ended 31st March, 2011 increased by 52% to Rs. 559.28 Crore as compared to Rs. 368.22 Crore in the previous year. The consolidated financial statements are attached to this report.

DIVIDEND

The Board of Directors recommended a dividend of Rs. 10 per equity share of Rs. 10 each subject to the approval of the Members at the forthcoming 25th Annual General Meeting. The dividend will be paid to members whose name appear in the Register of Members as on September 22, 2011. Your directors wish to carry an amount of Rs. 207.55 Crore to the Balance Sheet after appropriation towards dividend, corporate dividend tax and transfer to general reserve.

BUSINESS PERFORMANCE

The progress in growth achieved by your Company during the last three years has been well recognized and the leading financial dailies and magazines have consistently categorized your Company as a “Fast Growing Company.” Your Company achieved quantum growth over the previous year in income, Profitability and other key performance parameters.

A brief overview and major milestones of operations are as follows:

a) The Power Projects Division secured a contract for Balance of Plant (“BoP”) for 2 x 660 MW coal based supercritical thermal power project at Krishnapatnam, Andhra Pradesh from Thermal Powertech Corporation India Limited, promoted by Gayathri projects, and Semcorp, Singapore. The value of the order is Rs. 2168 Crore.

b) Your Board takes pride to inform that the 500 MW Vijayawada Thermal Power Station project was completed and after successful performance test handed over to APGENCO during the year. The 500 MW Kakatiya Thermal Power Project of APGENCO has achieved commercial operation during September, 2010. The 500 MW Kothagudam Thermal Power project of APGENCO achieved plant synchronization in March, 2011. The 500 MW Khaperkheda Thermal Power project of MAHAGENCO achieved plant synchronization in March, 2011. Your Directors wish to state that your Company is the only private sector EPC Company in India to have completed three BoP contracts for 500 MW units and successfully commissioned and synchronized the plants.

c) The 600 MW Mettur Thermal power project of TNEB achieved boiler hydro test during December, 2010 and the unit is gearing up for commencement of power generation in September, 2011. The boiler hydro test for 2 x 600 MW Kalisindh project of RRVUNL was completed during April, 2011. Your Company is executing the Mettur and Kalisindh projects on EPC basis including supply of Boiler, Steam Turbine and Generator.

d) Electrical Projects Division has secured a contract for Rs. 17.02 Crore from Nuclear Power Corporation of India Limited for Bharatiya Nabikiya Vidyut Nigam Limited at Kalpakkam for supply of cabling systems and other electrical works for Power island area in the 500 MW Prototype Fast Breeder Reactor and a turnkey contract for Rs. 36.61 Crore from Power Grid Corporation of India Limited for fiber optic cable based communication solutions over powerlines in Southern region, which is being implemented in lieu of the existing Unified Load Despatch Centre.

e) Environmental Engineering Division has achieved a breakthrough during the year in Condensate Polishing Unit business by bagging two orders for Super Critical power projects of 2 x 660 MW Tiroda (Maharashtra) and 2 x 660 MW Kawai (Rajasthan) of Adani Power Limited. The division also commissioned Mannari and Karaipudur common effuent treatment plants using Reverse Osmosis Technology during the year.

f) Air Fin Cooler division has registered sales of Rs. 130 Crore and closed the year with a healthy order book of Rs. 155 Crore. The division has expanded its production facilities during the year.

g) During the year, Oil & Gas Equipment division has successfully executed contracts for SCOP, Iraq, Akash & Al-Mansuriya and Southern Refnery Company. The division has bagged orders from Cairn Energy, GEO Enpro Petroleum, GPEC, Bharuch, IOCL and other reputed customers in India. The new 100% Export Oriented Unit is now servicing international markets.

STRATEGIC INITIATIVES

During the year under review, your Company’s strategic alliance with Hitachi for Super Critical Steam Turbine and Generators and Steam Generators have been successfully consummated into joint ventures. These joint ventures have brought to life two special purpose companies with equity participation from Hitachi as explained below.

Hitachi Power Europe GmbH, Germany – BGR Boilers Private Limited

Your Company has signed a Joint Venture agreement with Hitachi Power Europe GmbH, Germany for the business of design, engineering and manufacture of Super Critical Steam Generator of 600 MW, 800 MW, 1000 MW and 1100 MW rating and the new JV Company “BGR Boilers Private Limited” will establish manufacturing facilities as a Special Purpose Vehicle. Hitachi Power Europe will contribute 30% of the equity share capital of the new JV Company. During FY 2010-11, your Company invested Rs. 36.05 Crore in the share capital of JV Company and holds 70% of the equity capital.

Hitachi, Ltd., Japan – BGR Turbines company Private Limited

Your Company has signed a Joint Venture agreement with Hitachi, Ltd., Japan for the business of design, engineering and manufacture of Supercritical Steam Turbine and Generators of 660 MW, 800 MW and 1000 MW capacity and the new JV Company “BGR Turbines Company Private Limited” will establish manufacturing facilities as a Special Purpose Vehicle. Hitachi will contribute 26% of the equity share capital of the JV Company. During FY 2010-11, your Company invested Rs. 95.96 Crore in the share capital of the JV Company and holds 74% of the equity capital.

With these strategic Joint Ventures your Company has positioned itself well to capture entire value chain in EPC contracting business for power sector.

INDIAN POWER SECTOR SCENARIO

The Indian economy has emerged rapidly from the global slowdown of 2007-2009 and remains one of the fast growing economies of the world. The GDP growth is well over 8% and the growth momentum is maintained. The Government of India and State and Central utilities continue to accord primacy to capacity addition in power generation. In view of environmental consideration and need for higher efficiency, there has been marked preference for supercritical technology based power equipment viz., Boiler, Turbine and Generator of large unit sizes during the year under review. The capacity addition target for the 12th Five year plan is well over 100,000 MW. Of this, it is estimated that about 80,000 MW would be coal based thermal power plants utilizing supercritical technology. The Government policy on power sector investment encourages manufacturing capacity build-up within the country. During the year, the investment interest in power sector by private sector industries has witnessed a positive trend. A number of IPP projects currently planned on merchant power plant basis auger well for the power sector development in India. Your Company is now targeting projects for an aggregate capacity of 40,000 MW and anticipates to be successful to secure sizeable market share.

During the year under review, there has been a slow down and delays in award of contracts for large power projects by State and Central utilities on account of variety of reasons including coal linkage, environmental clearance, land acquisition etc.

FUTURE OUTLOOK, THE YEAR AHEAD

The growth trajectory of Indian economy makes it imperative for the public and private sector utilities to make investment in generation, transmission and distribution of power. The capacity addition programme of 12th Five Year Plan and investment plans by private parties in power sector offer robust growth opportunities for your Company. Your Company’s strategic initiative to set up manufacturing facilities to manufacture Super Critical Boiler, Turbine and Generator would provide competitive edge in terms of cost, price and delivery. EPC and BOP contracting business of the Company faces intense competition from domestic players. Your Company’s position of pre-eminence in the industry, despite intense competition and cost pressures, is expected to reinforce your Company’s ability to overcome these challenges. With robust demand for power in the foreseeable future and the resulting opportunities for power generation equipment and EPC business, your Company’s power projects division is well positioned to sustain the growth momentum in the mid-term and in the long-term as well. The proven execution capabilities, competencies and the capacity to offer the entire range of services and equipment viz., design, engineering, project execution, construction, manufacturing and supply of Steam Generator, Steam Turbine and Generator, BOP equipment and civil works would continue to facilitate your Company to achieve improved order booking, revenue and Profitability.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Ventures, the audited Consolidated Financial Statements are annexed to this Annual Report.

PERFORMANCE OF SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account (wherever applicable) and other documents of the subsidiary companies are not attached with the financial statements of the Company. The Company will make available the annual accounts of the subsidiary companies and related information to the members of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

HUMAN RESOURCES

In the backdrop of growth in power and infrastructure sector, there has been an acute shortage of human resources. However, your Company has been successful in attracting talents at senior and middle level positions to manage design, engineering and project management responsibilities. Your Company has initiated steps to build a highly competent and motivated manpower pool and has recruited graduate engineers from colleges of National repute.

In order to evaluate, reward and recognize performance, the Company has installed robust Performance Management System. The Company’s Human Resource process is being IT enabled. Your Company continues to lay strong emphasis on HR, talent acquisition and retention. Your Company has witnessed a rapid growth in human resources during the financial year 2010-11 and the current employee strength is 1829.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Employee Stock Option Scheme (“Scheme”) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“the SEBI Guidelines”). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 are attached as Annexure – I of this report.

STATUTORY INFORMATION

The disclosure of information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy are not applicable to your Company. The particulars relating to technology absorption are enclosed as Annexure – II of this report. During the FY 2010-11, the Foreign exchange earnings and outgo were Rs. 1124.90 Crore and Rs. 24.32 Crore respectively. In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report. Having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars, may write to the Company Secretary of the Company.

BOARD OF DIRECTORS

Mr. M. Gopalakrishna and Mr. S.A. Bohra, Directors, retire by rotation and being eligible for re-appointment, offer themselves for re-appointment. The Board recommends their re-appointment. profile of these Directors are given in the Notice convening the 25th Annual General Meeting of the Company.

On February 10, 2011, Mr. Gnana Rajasekaran has been co-opted as an independent Director on the Board and he holds Office up to the date of the forthcoming Annual General Meeting in terms of Section 257 of the Companies Act, 1956. The Company received a notice proposing Mr. Gnana Rajasekaran for appointment to the Office of Director. The profile of Mr.Gnana Rajasekaran is given in the Notice convening the 25th Annual General Meeting of the Company. The Board recommends his appointment.

Mr. S. Rathinam was re-appointed as Director – Finance of the Company for a period of one year effective from February 7, 2011. The profile of Mr. S. Rathinam and the terms and conditions of his appointment including remuneration are given in the Notice convening the 25th Annual General Meeting of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts for the year ended March 31, 2011 on a going concern basis.

STATUTORY AUDITORS’ AND AUDITORS’ REPORT

Manohar Chowdhry & Associates, Chartered Accountants, Statutory Auditors of the Company, hold Office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from Manohar Chowdhry & Associates, Chartered Accountants to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company is committed to maintain and comply with the standards of Corporate Governance as set out in Clause 49 of the Listing Agreement and your Directors are pleased to attach a report on Corporate Governance together with the following Certifcates / Declarations.

a) Chief Executive Officer and Chief Financial Officer certifcate.

b) Declaration on code of conduct.

c) Certifcate from the Company’s Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to thank the customers, vendors, consortium of banks, collaborators, business partners / associates, statutory authorities, Central and State Governments for the valuable co-operation, assistance and support received during the last financial year. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels through their hard work, dedication and support.

For and on behalf of the Board

Place : Chennai B. G. Raghupathy

Date : May 26, 2011 Chairman & Managing Director