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BGR ENERGY SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2026
Jun 5, 2026
61930_rns_2026-06-05_7c1a1fac-6b97-415c-8e0c-39e7f1146ac6.pdf
Proxy Solicitation & Information Statement
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BGR
ENERGY
BGR ENERGY SYSTEMS LIMITED
443 ANNA SALAI, TEYNAMPET, CHENNAI 600018 INDIA
TEL: 91 44 24301000, 24374000, FAX: 91 44 24360576
E-mail: [email protected] Web site: www.bgrcorp.com
5th June 2026
To,
National Stock Exchange of India Limited
Listing Department
Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051
BSE Limited
Department of Corporate services
PJ Towers, Dalal Street,
Fort, Mumbai - 400 001
NSE Symbol: BGRENERGY
BSE Scrip: 532930
Respected Sir/Madam,
Subject: Postal Ballot Notice-Disclosure under regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("The Listing Regulations")
Please find enclosed herewith a copy of the Postal Ballot Notice ("Notice") dated 25th May 2026 pursuant to the Regulation 30 of the SEBI LODR, which is being sent to the members of the Company for seeking their approval by remote e-voting process ("e-voting") for the following items, by way of Ordinary Resolution:
| Sl.No | Particulars |
|---|---|
| 1 | Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association of the Company |
Notice through electronic mode will be sent to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 29th May 2026 (Cut-off date), seeking their approval as set out in the Notice.
The remote e-voting will commence from Saturday, 6th June 2026 (9:00 a.m. IST) and shall end on Sunday, 5th July 2026 (5:00 p.m. IST). The resolution if passed by the requisite majority, shall be deemed to have been passed on 5th July 2026 i.e. last day of the e-voting period. The results of the postal ballot will be announced on or before Tuesday, 7th July 2026.
The notice will also be uploaded and made available on the website of the Company at www.bgrpcorp.com
REGISTERED OFFICE:
E-4 PANNAMGADU INDUSTRIAL ESTATE, RAMAPURAM POST, TADA MANADALAM, TIRUPATHI DISTRICT ANDHRA PRADESH 524401
INDIA.
TEL: 91 44 27948249, 27948549
Corporate Identity Number: L40106AP1985PLC005318
BGR
ENERGY
BGR ENERGY SYSTEMS LIMITED
443 ANNA SALAI, TEYNAMPET, CHENNAI 600018 INDIA
TEL: 91 44 24301000, 24374000, FAX: 91 44 24360576
E-mail: [email protected] Web site: www.bgrcorp.com
This is for your information and records.
Thanking you,
Yours truly
For BGR ENERGY SYSTEMS LIMITED
SUNDAR
SRINIVASAN
Council operating industry
Indiana State
New York State 100018, USA
S. Sundar
Company Secretary & Compliance Officer
Membership No: A9926
REGISTERED OFFICE:
E-4 PANNAMGADU INDUSTRIAL ESTATE, RAMAPURAM POST, TADA MANDALAM, TIRUPATHI DISTRICT, ANDHRA PRADESH 524401
INDIA.
TEL: 91 44 27948249, 27948549
Corporate Identity Number: L40106AP1985PLC005318
BGR
ENERGY
BGR ENERGY SYSTEMS LIMITED
443 ANNA SALAI, TEYNAMPET, CHENNAI 600018 INDIA
TEL: 91 44 24364422/24320390
E-mail: [email protected] Web site: www.bgrcorp.com
NOTICE OF POSTAL BALLOT
[Pursuant to Section 108 & 110 of the Companies Act, 2013 read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014]
Dear Members,
Notice is hereby given pursuant to Section 108 read with Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended and other applicable laws and regulations read with the General Circular Nos. 14/2020 dated 08th April, 2020 and 17/2020 dated 13th April, 2020 and subsequent circulars issued in this regard, the latest being, General Circular No. 09/2024 dated 19th September, 2024 and 03/2025 dated 22nd September 2025 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), that the Ordinary Resolution appended below are proposed to be passed by the Members of BGR Energy Systems Limited (“the Company”) through postal ballot by way of remote electronic voting (“Postal Ballot”).
Further, the Company will send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company, Registrars and Transfer Agents or Depository/ Depository Participants and the communication of assent/ dissent of the Members will only take place through the E-voting system. This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars. Accordingly, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members.
In compliance with Regulation 44 of the SEBI LODR Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing only remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.bgrcorp.com
REGISTERED OFFICE:
E-4 PANNAMGADU INDUSTRIAL ESTATE, RAMAPURAM POST, TADA MANDALAM, TIRUPATHI DISTRICT, ANDHRA PRADESH 524401 INDI
Corporate Identity Number: L40106AP1985PLC005318
POSTAL BALLOT NOTICE
BGR ENERGY
The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said resolutions, setting out material facts and the reasons for the Resolutions, is also annexed. You are requested to peruse the proposed resolutions, along with the Explanatory Statements, and thereafter record your assent or dissent by remote e-voting facility only provided by the Company.
The Board of Directors of the Company ("the Board") has appointed, M/s. BP & Associates, Company Secretaries, Chennai ([email protected]) as the Scrutinizer for conducting the postal ballot (e-voting) process in a fair and transparent manner in accordance with the provisions of Rule 22 of the Companies (Management and Administration) Rules, 2014.
Members who wish to cast their votes through remote e-voting are requested to carefully read the instructions provided in this Notice and follow the procedure set out in the Notes forming part of this Notice to record their assent (FOR) or dissent (AGAINST).
The remote e-voting facility shall commence at 09:00 A.M. (IST) on Saturday, 6th June 2026 and shall end at 05:00 P.M. (IST) on Sunday, 5th July 2026. The remote e-voting facility shall be disabled immediately thereafter, and no e-voting shall be permitted beyond the aforesaid date and time.
The Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-voting facility to its Members. After completion of scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by him.
The results of the voting conducted by Postal Ballot (through remote e-voting process) along with the Scrutinizer's Report will be made available on the website of the Company at www.bgrcorp.com and intimated to the Stock Exchanges, where the shares of the Company are listed, on or before Tuesday 7th July 2026. Additionally, the results will also be uploaded on the website of NSDL at www.evotingindia.com the resolutions, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e Sunday, 5th July 2026.
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
SPECIAL BUSINESS
Item No.1
Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association of the Company:
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 13, 61 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs.100,00,00,000 /- (Rupees One Hundred Crores only) divided into 10,00,00,000 (Ten Crores only) equity shares having face value of ₹10/- (Rupees Ten only) each to Rs. 200,00,00,000 (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores only) equity shares having face value of Rs.10/- (Rupees Ten only) by creation of additional 10,00,00,000 (Ten Crores only) equity shares of ₹ 10/- (Rupees Ten only) each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V.(a):
"V. (a) The Authorised Share Capital of the Company is Rs. 200,00,00,000 (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores only) equity shares having face value of Rs.10/- (Rupees Ten only) each, with such rights privileges and conditions attached thereto as may be determined by the Board of Directors of the Company at the time of issue of these shares, subject to the provisions of the Companies Act, 2013".
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company of the company be and is hereby authorized to sign and submit necessary forms with Registrar of Companies and to intimate to Stock exchange and also do all such acts and deeds as may be necessary in this regard."
By Order of the Board of Directors
For BGR ENERGY SYSTEMS LIMITED
S. Sundar
Company Secretary & Compliance officer
Membership No: A9926
Date: 25th May 2026
Place: Chennai
Registered office
E-4, Pannamgadu Industrial Estate, Ramapuram Post,
Tada Mandalam, Tirupathi District, Andhra Pradesh – 524 401
CIN – L40106AP1985PLC005318
E-mail id: [email protected]
Website address: www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
NOTES:
-
The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), each as amended and any other related provisions of the Act (including any statutory modifications or re-enactment thereof, for the time being in force) setting out the material facts relating to the proposed resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice ("Notice").
-
In terms of the Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) the Company's Registrar and Transfer Agent ("RTA"), as on Friday 29th May 2026 ("Cut-Off Date") and whose e-mail addresses are registered with the Company/RTA/ Depositories/Depository Participants and who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up ordinary equity share capital of the Company as on the Cut-Off Date.
-
Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-Voting. A person who is not a Member as on the Cut-Off Date should treat this Notice for information purposes only. Shareholders are requested to provide their assent or dissent through remote e-Voting only.
-
It is however, clarified that all members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to nonregistration of their e-mail IDs with the Company Registrar and Share Transfer Agent or Depositories) shall be entitled to vote in relation to the resolutions in accordance with the process specified hereinafter in this Notice.
-
It is clarified that if a Member fails to provide or update the relevant email ID to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the Notice via email. The availability of this Notice on the Company's website at www.bgrcorp.com and on the website of the Stock Exchanges shall be deemed to be the issuance of this Notice to all the Shareholders whose email IDs are not registered with the Company.
-
In accordance with the provision of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and amendments thereto and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide e-voting facility to its members. The detailed procedure with respect to remote e-Voting is mentioned hereinafter in this Notice.
-
Shareholders may please note that this Notice will also be available on the Company's website at www.bgrcorp.com, websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
-
The e-voting period shall commence from 09:00 A.M. (IST) on Saturday, 6th June 2026 and shall end at 05:00 P.M. (IST) on Sunday, 5th July 2026. Please note that the E-voting module will be disabled for voting by NSDL after the said date and time. Once the vote on a resolution is cast by Members, it cannot be changed subsequently.
-
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e 5th July 2026
-
The Board of Directors of the Company dated 25th May 2026 has appointed M/s. BP & Associates, Company Secretaries as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.
-
The Scrutinizer will submit his/her report to the Chairman, or any other person authorised by him, after scrutiny of the votes cast, on the result of the Postal Ballot within two working days from the conclusion of the postal ballot e-Voting. The Scrutinizer's decision on the validity of votes cast will be final.
-
The results declared along with the Scrutinizer's Report shall be placed on the Company's website at www.bgrcorp.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared by the Chairman or any other person so authorized by him, and the same shall be communicated to the Stock Exchanges i.e., BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE'), where the ordinary equity shares of the Company are listed.
-
Dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Nellore (in vernacular language i.e., Telugu) and one English Newspaper circulated throughout India (in English Language) and shall be hosted on the Company's website at www.bgrcorp.com. The said public notice shall also mention the process for registration of email IDs by those Shareholders who have not yet registered their email IDs with the Company.
-
The vote in this Postal Ballot cannot be exercised through proxy.
-
In terms of the General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, No. 09 / 2024 dated September 19, 2024 No.3/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India's Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 ("Circulars") voting can be done only by E-voting.
-
All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e., 5th July 2026. Members may send their requests to [email protected]
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.
VOTING THROUGH ELECTRONIC MEANS:
A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [LODR] and the Circulars issued by MCA and SEBI, the Company is providing facility of remote evoting/e-voting to its Members in respect of the business to be transacted through Postal Ballot. For this purpose, the Company is utilising the e-voting services provided by National Securities Depository Limited (NSDL).
B. The facility for remote e-voting shall remain open from 09:00 AM (IST) on Saturday, 6th June 2026 to 05:00 PM (IST) on Sunday, 5th July 2026. During this period, the members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date, viz. Friday 29th May 2026, may opt for remote e-voting. Remote e-voting shall not be allowed beyond 5.00 PM on 5th July 2026.
C. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the Demat account holders, by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Instructions for e-voting
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. | |
| 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page |
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
| of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play | |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. |
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
- Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open
Step 2: Cast your vote electronically on NSDL e-Voting system
How to cast your vote electronically on NSDL e-voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Mr.Prajakta Pawle at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual-shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE
BGR ENERGY
EXPLANATORY STATEMENT
(Pursuant to the Provisions of Section 102 of the Companies Act, 2013)
The following statement sets out all material facts relating to the special business mentioned in this Notice
ITEM NO.1
Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association of the Company:
The present Authorised Share Capital of the Company is ₹ 1,00,00,00,000 (Rupees Hundred Crores comprising of 10,00,00,000 (Ten Crores) Equity Shares of ₹ 10/- to ₹ 2,00,00,00,000/- (Rupees Two Hundred Crores Only) divided into 20,00,00,000 (Twenty Crores) equity shares of ₹ 10/- (Ten only).
The Company is planning to raise funds by way of issuing equity shares through other capital raising options that may be considered by the Board in the future, so as to ensure availability of sufficient headroom for such capital issuances.
Alteration to the Capital Clause of Memorandum of Association of the Company is proposed in consequence of the above increase in the Authorised Share Capital of the Company.
Pursuant to Section 13 and 61 of the Companies Act, 2013, any increase in the Authorised Share Capital and consequent amendment to the Memorandum of Association of the Company requires approval of the Members of the Company.
The copy of the altered Memorandum of Association of the Company is available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e., 5th July 2026 and is also available on the Company’s website at https://www.bgrcorp.com/index.php
The Board considers it in the best interest of the Company and accordingly, the Board recommends the Ordinary Resolution as set out at Item No. 1 of the Notice for approval of the Members. None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.
Date: 25th May 2026
Place: Chennai
By Order of the Board of Directors
For BGR ENERGY SYSTEMS LIMITED

Registered office
E-4, Pannamgadu Industrial Estate, Ramapuram Post,
Tada Mandalam, Tirupathi District, Andhra Pradesh – 524 401
CIN – L40106AP1985PLC005318
E-mail id: [email protected]
Website address: www.bgrcorp.com
BGR ENERGY SYSTEMS LIMITED
POSTAL BALLOT NOTICE