National Stock Exchange of India Limited BSE Limited

Key Outcomes of Board Meeting

The Board of Directors at its meeting held on 25th May 2026 approved the following:

1. Audited Financial Results: Approved the Audited Financial Results (Standalone and Consolidated) for the 4th Quarter and Financial Year ended 31st March 2026, along with the Auditors' Reports. The results were reviewed by the Audit Committee and audited by M/s Anand & Ponnappan, Chartered Accountants (FRN: 000111S).

2. Appointment of Internal Auditor: Approved the appointment of M/s. R Bupathy & Co, Chartered Accountants, as the Internal Auditor for the Financial Year 2026-2027. The firm's address is 139, Kodambakkam High Road, Nungambakkam, Chennai, Tamil Nadu 600034. The appointment is to comply with the Companies Act, 2013 and SEBI LODR Regulations.

3. Appointment of Cost Auditor: Approved the appointment of M/s. J.V Associates, Cost & Management Accountants, as the Cost Auditor for the Financial Year 2026-2027. The firm's address is 2-B, Solitaire Apts,16, Kuppuswamy Road, Chetpet, Chennai-600031. The appointment is to comply with the Companies Act, 2013 and SEBI LODR Regulations.

4. Increase in Authorised Share Capital: Approved an increase in the Authorised Share Capital of the Company from ₹1,00,00,00,000 (Rupees One Hundred Crores) divided into 10,00,00,000 equity shares of ₹10/- each to ₹2,00,00,00,000 (Rupees Two Hundred Crores) divided into 20,00,00,000 equity shares of ₹10/- each. This is subject to shareholders' approval by Postal Ballot and will require a consequential alteration to the Capital Clause of the Memorandum of Association.

5. Constitution of Rights Issue Committee: Approved the constitution of a Rights Issue Committee in view of a proposed rights issue to be undertaken by the Company in the future. The Board authorized this committee to perform all necessary acts related to the proposed issue.

The Board meeting commenced at 12:30 PM IST and concluded at 8:15 PM IST.

Detailed Financial Results (Standalone)

Financial Year Ended March 31, 2026 (Audited):

  • Total Income: ₹42,259 lakhs (Previous Year: ₹64,044 lakhs)
  • Total Expenses: ₹1,70,241 lakhs (Previous Year: ₹1,61,685 lakhs)
  • Loss Before Tax: ₹1,27,982 lakhs (Previous Year: ₹98,105 lakhs)
  • Net Loss for the Period: ₹1,27,982 lakhs (Previous Year: ₹98,105 lakhs)
  • Total Comprehensive Loss: ₹1,27,880 lakhs (Previous Year: ₹97,761 lakhs)
  • Earnings Per Share (Basic & Diluted): (₹177.35) (Previous Year: (₹135.95))
  • Paid-up Equity Share Capital: ₹72.16 crores
  • Reserves: (₹2,67,204 lakhs)

Quarter Ended March 31, 2026 (Audited):

  • Total Income: ₹11,936 lakhs
  • Total Expenses: ₹88,123 lakhs
  • Net Loss for the Quarter: ₹76,187 lakhs
  • Earnings Per Share (Basic & Diluted): (₹105.57)

Segment-wise Performance (FY26 Standalone):

  • Revenue from Operations: ₹29,969 lakhs
  • Segment Results (Loss): Capital Goods (₹1,058 lakhs), Construction & EPC (₹47,557 lakhs)
  • Total Loss Before Interest & Tax: ₹45,455 lakhs
  • Interest Cost: ₹82,527 lakhs

Statement of Assets & Liabilities (Standalone as of Mar 31, 2026):

  • Total Assets: ₹4,24,277 lakhs (Previous Year: ₹4,63,287 lakhs)
  • Total Equity: (₹2,59,988 lakhs) (Negative)
  • Total Liabilities: ₹6,84,265 lakhs
  • Non-Current Borrowings: ₹4,50,031 lakhs
  • Current Borrowings: ₹2,699 lakhs

Cash Flow (Standalone FY26):

  • Net Cash from Operating Activities: (₹202 lakhs)
  • Net Cash from Investing Activities: ₹192 lakhs
  • Net Cash from Financing Activities: (₹860 lakhs)
  • Net Decrease in Cash: (₹870 lakhs)
  • Cash & Cash Equivalents at Year-End: ₹638 lakhs

Detailed Financial Results (Consolidated)

Financial Year Ended March 31, 2026 (Audited):

  • Net Loss for the Period: ₹1,29,172 lakhs
  • Loss Attributable to Owners: ₹1,28,814 lakhs
  • Total Comprehensive Loss Attributable to Owners: ₹1,28,712 lakhs
  • Earnings Per Share (Basic & Diluted): (₹178.51)
  • Reserves: (₹2,93,289 lakhs)

Statement of Assets & Liabilities (Consolidated as of Mar 31, 2026):

  • Total Assets: ₹4,31,079 lakhs
  • Total Equity: (₹2,86,073 lakhs) (Negative)
  • Total Liabilities: ₹7,21,421 lakhs

Notes to Accounts (Key Highlights)

1. NUPPL Ghatampur Contract: Management raised a claim of ₹1,62,042 lakhs for additional works. A Conciliation Committee recommended ₹33,969 lakhs. Pending final approval, costs of ₹23,455 lakhs (FY26) and ₹39,583 lakhs (cumulative) were charged to P&L.

2. NTTPS Vijayawada Contract: Management raised a claim of ₹76,980 lakhs for additional works, pending customer approval and under legal pursuit. Costs of ₹5,307 lakhs (FY26) were charged to P&L.

3. TANGEDCO Contract Termination: Received termination order in July '25. Income recognized only up to Dec '24. Company has initiated arbitration proceedings.

4. Rajasthan VAT Dispute: Assessment order for FY 2009-12 totaling ₹50,869 lakhs. Company appealed to Supreme Court. Under an amnesty scheme, a waiver of ₹38,394 lakhs was received per order dated 10th Feb 2026. Net tax of ₹12,475 lakhs charged to P&L in FY26.

5. Labour Codes Impact: The incremental impact of notified labour codes assessed at ₹536 lakhs was recognized in FY26.

6. Debt Assignment to NARCL: On 29th September 2025, 9 Public Sector Banks assigned their outstanding dues to National Assets Reconstruction Company Ltd (NARCL). ICICI Bank facilities remain as NPA and are not assigned. Axis Bank and Kotak Mahindra facilities are non-fund based and not NPA. The company is in discussions with NARCL for documentation and finalization of dues. Interest provided: ₹16,276 lakhs (up to Jun'25) and ₹53,220 lakhs (up to Mar'26).

7. NCLT/NCLAT Proceedings: An NCLT order appointing an IRP was made on 17.04.2026, which was stayed by NCLAT on 30.04.2026.

8. Going Concern: Accounts are prepared on a going concern basis. Promoters have infused an unsecured loan of ₹43,318 lakhs. The company is hopeful of amicable solutions and is confident of signing an agreement with NARCL/IDRCL in Q1 FY27 for substantial reduction in principal and interest.

9. Creditors Write-back: ₹3,306 lakhs written back during the year based on an ageing analysis and application of the Limitation Act, 1963.

10. Investment in Subsidiaries: No provision for diminution made for investments in BGR Boilers Pvt Ltd and BGR Turbines Company Pvt Ltd, as the company is confident of recovery.

Auditors' Report Highlights

Standalone (Anand & Ponnappan, FRN 000111S):

  • Opinion: Unmodified opinion stating the results give a true and fair view.
  • Emphasis of Matters: Highlighted the NUPPL claim (₹1,62,042 lakhs), NTTPS claim (₹76,980 lakhs), and debt assignment to NARCL.
  • Material Uncertainty Related to Going Concern: Noted improved circumstances due to management actions and NARCL assignment but highlighted that the terms of the settlement are yet to be finalized, indicating a material uncertainty.

Consolidated (Anand & Ponnappan, FRN 000111S):

  • Opinion: Qualified Opinion.
  • Basis for Qualification: The financial results include unaudited financial information for material subsidiaries BGR Boilers Pvt Ltd and BGR Turbines Company Pvt Ltd for FY25 and FY26. The auditors are unable to comment on adjustments that might be required if these were audited.
  • Emphasis of Matters & Going Concern: Similar to the standalone report, emphasizing the claims and debt assignment, and noting the material uncertainty regarding going concern.

Statement on Impact of Audit Qualifications (Consolidated)

The management stated that the auditors' qualification regarding unaudited subsidiaries is a statement of fact due to delayed audits and that the impact is not quantifiable. The auditors concurred with this view.