BGR ENERGY SYSTEMS LIMITED — Capital/Financing Update 2020

Mar 30, 2020

BeSec/2020 March 30, 2020

Listing Department National Stock Exchange of India Limited Exchange Plaza, BandraKurla Complex Bandra (E), Mumbai – 400051 NSE Symbol: BGRENERGY

Department of Corporate Services BSE Limited P.J. Towers, Dalal Street Mumbai – 400001 BSE Scrip Code: 532930

Dear Sirs,

Sub: Disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors at their meeting held today through Video Conferencing approved the proposal for sale of entire investment of the Company held in Progen Systems and Technologies Limited ("Progen"), a subsidiary of the Company. The sale comprise of 42,50,000 equity shares constituting 69.67% of the subscribed and paid up capital of Progen. These shares are to be acquired by BGR Investment Holdings Company Limited, a related party. BGR Investment Holdings Company Limited holds the balance 30.33% of Progen.

Until 2015 Progen was carrying on business of manufacture of Welded Fintubes and pressure vessels and thereafter leased its manufacturing facility to the Company. Progen owns a factory comprising of land, building & machineries at Panjetty Village, Ponneri Taluk, Thiruvallur District in Tamil Nadu and the factory has facilities for fabrication of equipment and manufacture of High Frequency Resistance Welded Finned tubes. The proceeds of divestment will be utilized to augment long term financial resources for the Company. Consequently, Progen Systems and Technologies Limited would ceased to be a subsidiary of the Company.

The relevant disclosure in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 September 09, 2015 is enclosed as Annexure-A.

You are requested to accept and take on record the "Sd/-" copy, as we are unable to submit the signed copy in the situation of lockdown as per the directives of Government and consequent work from home policy of the Company.

Thanking you,

Yours faithfully,

for BGR Energy Systems Limited

Sd/- R. Ramesh Kumar President – Corporate & Secretary

Annexure -A

No	Particulars	Details
12	The amount and percentage of theturnover or revenue or income and networthcontributedbysuchunitordivisionof the listed entity during thelast financialyearDate on which the agreement for salehasbeen entered into	Income –NilNetworth as on 31.3.2019 –Rs.43.39 CroresPercentage-3.49%No agreement is entered into.Sale is by way of transfer ofsharesonorbeforeMarch
		31,2020.
3	The expected date of completion ofsale/disposal	On or before March31,2020onreceiptofsaleconsideration.Deliveryofshares to be completed within15 days of lifting of lockdown.
4	Considerationreceivedfromsuchsale/disposal	Rs.43.35 Crores
5	Brief details of buyers and whether anyofthe buyers belong to the promoter/promotergroup/groupcompanies.Ifyes,details thereof	BGRInvestmentHoldingsLimited.Thepurchaserbelongs to the Promoter Group
6	Whetherthetransactionwouldfallwithinrelated party transactions? If yes,whetherthe same is done at "arm'slength"	Yes,Itisarelatedpartytransactionatarm'slengthbasis.
7	Additionally, in case of a slump sale,indicativedisclosuresprovidedforamalgamation/merger,shallbedisclosedbythelistedentitywithrespect to suchslump sale	Not Applicable