This disclosure, made pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, details the outcomes of the 40th Annual General Meeting (AGM) of BGR Energy Systems Limited held on 22nd September 2026.

The AGM, which commenced at 11:30 AM IST and was conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), saw shareholders approve the following key items:

1. Shifting of Registered Office

Shareholders approved the shifting of the company's registered office from its current location in the state of Andhra Pradesh to the state of Tamil Nadu. The specific amendment to Clause II of the Memorandum of Association changes the registered office location from "the state of Andhra Pradesh" to "the state of Tamil Nadu." The registered office address remains E-4 Pannamgadu Industrial Estate, Ramapuram Post, Tada Mandalam, Tirupathi District, but the state is now Tamil Nadu, with the pin code 524401.

2. Re-appointment of Managing Director

Mr. Arjun Govind Raghupathy (DIN: 02700864) was re-appointed as the Managing Director of the company for a further period of five consecutive years. The effective date of re-appointment is 11th November 2026, and his term will extend until 10th November 2031. The remuneration for this position is approved for a period of three years with effect from 11th November 2026. The AGM held on 22nd September 2026 was the date of occurrence for this approval event.

Mr. Raghupathy is a graduate in Mechanical Engineering from Anna University and joined the company in 2011. His profile states he is responsible for business development, sales, contracts delivery, client interaction, financial management, operations control, and human resources. He is the son of Mrs. Sasikala Raghupathy, a Non-Executive, Non-Independent Director of the company. The disclosure confirms he is not debarred from holding the office of director by virtue of any SEBI Order or other authority.

3. Approval for Raising Unsecured Loans

Shareholders granted approval for the company to raise unsecured loans from the Managing Director, other promoters, and the promoter group. The specific terms, amounts, or interest rates for these loans are not quantified in the disclosure.

4. Amendment of Articles of Association

Shareholders approved extensive amendments to the company's Articles of Association (AoA). The amendments primarily involve a transfer of key representative and decision-making roles from Mrs. Sasikala Raghupathy to Mr. Arjun Govind Raghupathy, reflecting a generational shift in leadership control. The changes are detailed across seven articles:

  • Article 2(8): The definition of "Raghupathy Group" is updated to collectively include Mr. Arjun Govind Raghupathy, Mrs. Sasikala Raghupathy, and BGR Investment Holdings Company Limited. Mr. Arjun Govind Raghupathy is now designated as the representative of the Raghupathy Group, replacing Mrs. Sasikala Raghupathy.
  • Article 3(3): The binding effect of the representative's decisions is now attributed to Mr. Arjun Govind Raghupathy instead of Mrs. Sasikala Raghupathy.
  • Article 31(2)(b): This article governing the nomination rights of the Raghupathy Group to the Board of Directors is amended. Mr. Arjun Govind Raghupathy is now designated as the one Raghupathy Group Nominee Director who must be on the Board at all times and shall be a non-retiring "Permanent Director," a role previously held by Mrs. Sasikala Raghupathy.
  • Article 31(4): Mr. Arjun Govind Raghupathy is now the permanent chairman of the Board of Directors, replacing Mrs. Sasikala Raghupathy.
  • Article 40: The validity of resolutions passed by circulation now requires the signature of Mr. Arjun Govind Raghupathy (or an authorised person in his absence), instead of Mrs. Sasikala Raghupathy.
  • Article 42: For specific reserved matters requiring shareholder approval, prior approval must now be obtained from Mr. Arjun Govind Raghupathy (or an authorised person), instead of Mrs. Sasikala Raghupathy.
  • Article 44: The article concerning the appointment of Managing Directors has been completely replaced. The new text grants the Board the general power to appoint managing directors or whole-time directors, removing the previous clause that entitled the Raghupathy Group to nominate the Managing Director(s) so long as they hold at least 25% of the equity share capital.

The disclosure is signed by S. Sundar, Company Secretary & Compliance Officer (Membership No. A9926), and is addressed to the National Stock Exchange of India Limited and BSE Limited.