Master Restructuring Agreement signed with NARCL; Rs. 3736 Crore outstanding debt to be restructured

BGR Energy Systems has entered into a Master Restructuring Agreement with NARCL covering total outstanding debt of Rs. 3736 Crore.

Mon 5 Oct 2026

Total outstanding debt covered

Rs. 3736 Crore

Sustainable Debt

1,245 Crore

Unsustainable debt

2491 Crore

Equity allotment to NARCL

20% of the equity shares of the Company to NARCL on a fully diluted basis

Sustainable Debt repayment timeline

4 years, i.e. by 30th September 2030

Master Restructuring Agreement with NARCL

BGR Energy Systems Limited has entered into a Master Restructuring Agreement (MRA) inter-alia with National Asset Reconstruction Company Limited (NARCL), acting through India Debt Resolution Company Limited.

The stated purpose of the agreement is the restructuring of the outstanding debt in accordance with the terms of the MRA.

Size of the debt covered

• Total outstanding debt of Rs. 3736 Crore as of October 1, 2025
• Comprising Sustainable Debt of 1,245 Crore
• And Unsustainable debt of 2491 Crore
• NARCL does not hold any shares in the Company
• BGR Investment Holdings Company Limited holds 51% of the shares of BGR Energy Systems Limited

Key terms disclosed

• Repayment of Sustainable Debt in 4 years, i.e. by 30th September 2030
• Allotment of 20% of the equity shares of the Company to NARCL on a fully diluted basis
• Payment of such amounts to NARCL in connection with certain identified bank guarantees ("Identified BGs") assigned to NARCL, in the event of invocation or devolvement of such Identified BGs
• Amounts recovered or to be recovered by the Company in relation to specified arbitration claims, receivables, awards and other claims, of which 75% shall be payable to NARCL in accordance with the terms of the MRA
• Right to appoint up to 2 Nominee Directors
• Constitution of a Monitoring Committee comprising representatives of the lender and the Company to oversee the implementation of the restructuring
• Continuation of existing security in favour of NARCL
• Right of first refusal in favour of the obligors (the Company and the corporate guarantors party to the MRA), in the event NARCL proposes to sell or transfer all or part of the equity shares allotted to it in terms of the MRA

On the equity allotment

The update states that the issue/allotment of equity shares, if any, is subject to completion of applicable corporate, regulatory and other approvals, and that the number of shares/issue price will be as per the terms of the MRA in compliance with the applicable laws.

On relationship of the parties

NARCL is not related to the promoter, promoter group or group companies in any manner, and the transaction does not fall within related party transactions.

How a reader might see this

An agreement of this kind with an asset reconstruction company is typically read as a step to restructure debt that the company had already classified into sustainable and unsustainable portions. At the same time, the terms include the allotment of 20% of the equity to NARCL on a fully diluted basis and a 75% share of specified recoveries to NARCL, so the impact on existing shareholders depends on the eventual number of shares issued and the issue price, which the update says will be as per the MRA.

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