Key Resolutions for Shareholder Approval

Item 1: Special Resolution - Appointment of Mr. Ram Naresh Singh Tomar as Whole-Time Director

  • Mr. Ram Naresh Singh Tomar (DIN: 08784935) was appointed as Additional Director effective 26th October 2026
  • Proposed appointment as Whole-Time Director for 5 years from 26th October 2026 to 25th October 2031
  • Despite attaining age of 71 years (born 7th December 1955), requiring special resolution under Section 196(3)(a) of Companies Act, 2013
  • Remuneration terms for first 3 years (26th October 2026 to 25th October 2029):
  • Basic Salary: ₹4,16,668 per month
  • Perquisites & reimbursements ceiling: ₹12,50,002 per annum
  • Company car entitlement
  • Performance Linked Incentive: ₹55,00,000
  • One-time Special Incentive: ₹5,00,00,000 upon achieving certain milestones
  • Provident fund, gratuity contributions and encashment of earned leave excluded from remuneration ceiling computation

Item 2: Ordinary Resolution - Increase in Authorized Share Capital

  • Increase authorized share capital from ₹200,00,00,000 (200 crore) to ₹400,00,00,000 (400 crore)
  • Creation of additional 20,00,00,000 equity shares of ₹10 each
  • Current structure: 20,00,00,000 equity shares of ₹10 each
  • Proposed structure: 40,00,00,000 equity shares of ₹10 each
  • Rationale: To ensure availability of sufficient headroom for future capital raising options

Item 3: Special Resolution - Revision in Remuneration for Mr. Ganesan Jeyakrishna

  • Mr. Ganesan Jeyakrishna (DIN: 03208035), Executive Director
  • Revision effective from 1st January 2027 to 13th May 2029
  • Remuneration terms:
  • Basic Salary: ₹1,66,668 per month
  • Perquisites & reimbursements ceiling: ₹4,71,989 per annum
  • Provident Fund contribution: ₹20,000 (included in ceiling)
  • Gratuity contribution: ₹8,013 (included in ceiling)
  • Performance Linked Incentive: ₹20,00,000
  • Encashment of earned leave included in ceiling computation

Voting Process Details

  • Cut-off date for eligibility: Friday, 6th November 2026
  • Remote e-voting period: Friday, 13th November 2026 (09:00 AM) to Saturday, 12th December 2026 (05:00 PM)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: M/s. BP & Associates, Company Secretaries, Chennai
  • Results declaration: On or before Tuesday, 15th December 2026
  • Voting rights proportional to shareholding as on cut-off date
  • Physical copies not sent; notice available on company website www.bgrcorp.com

Financial Context

Company financial performance (₹ in lakhs):

| Financial Parameters | FY 2025-26 | FY 2024-25 | FY 2023-24 |

| Total Income | 42,259 | 64,044 | 1,12,035 |

| Profit/(Loss) Before Tax | (1,27,982) | (98,105) | (67,680) |

| Profit/(Loss) After Tax | (1,27,982) | (98,105) | (75,215) |

Reasons for losses cited: Downturn in Indian power industry and near stagnant power demand scenario adversely impacting market potential for EPC and BoP opportunities for thermal power projects.

Company Business Description

The Company is engaged in Engineering, Procurement and Construction (EPC), Balance of Plant (BOP) and LSTK contracting tailored to customers' stipulations and provides construction services and technology oriented projects to the infrastructure and core sectors and manufactures high-tech equipment and systems for power, oil & gas and other process industries. The Company also provides design and engineering services for the energy and infrastructure sectors.

Director Background Information

Mr. Ram Naresh Singh Tomar

  • Age: 71 years (born 7th December 1955)
  • Qualification: Bachelor of Engineering (Electrical) with postgraduate qualification in International Trade Law
  • Experience: 45+ years in industry including 21 years with NTPC, 5 years each with NGEF and Lanco Infratech, 8 years with BGR Boilers
  • Current Directorships: BGR Turbines Company Private Limited, BGR Boilers Private Limited
  • Expertise: Procurement & Contracts, Project Management, BTG Business & Claims

Mr. Ganesan Jeyakrishna

  • Age: 61 years (born 8th June 1965)
  • Qualification: Post Graduate Diploma in Personnel Management & Industrial Relations
  • Experience: 30+ years in HR, with BGR for 20+ years
  • Current Directorship: Sravanaa Properties Limited
  • Position: President - HR

Additional Information

  • No foreign investments or collaborations
  • The company has drawn up an Annual and Strategic Business Plan expected to enable achievement of profits in future years
  • Material documents available for electronic inspection during voting period
  • Notice dispatched via email only to members with registered email addresses
  • Advertisement published in one regional (Telugu) and one English newspaper