bpl ltd share price Management discussions

Dear Members,

The year 2022-23 witnessed a healthy recovery of businesses in India. The many initiatives taken by the Government of India to an Atmanirbhar Bharat, provided a host of new opportunities for Indian manufacturers.

Major policy initiatives like increased public capex, Production Linked Incentive (PLI) scheme for private sector, Digital Public infrastructure, are measures that help establish India as a strong contender in the manufacturing space. Indias potential is large, but we must be aware of the fact that the Country will not be protected from global factors like supply chain issues, inflationary conditions affecting key commodity prices and geopolitical dynamics that may arise.

General Economic Climate

Indias GDP growth stood at 7.2% in 2022-23 from the 7% estimated

earlier. The roll out of various policies by the Government of India added to the growth of Indias GDP.Strong economic growth in the first quarter of FY 2022-23 helped India to become the fifth-largest economy.

As anticipated, India was the fastest growing economy in the world this year. According to the World Bank, Indias growth continues to be as per forecast. Inflation remained high, averaging around 6.7 percent in FY22/23 but the current-account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices. Indias GDP grew @ 7.8% during Q1 of this fiscal year and forecast is to end this fiscal at 6.7^% growth. Although inflation is elevated, it is projected to decline to an average of 5.2 percent in FY23/24, Indias financial sector remains strong, buoyed by improvements in asset quality and robust private-sector credit growth.India today is also the most populous nation in the world. Supported by a demographic advantage with nearly 50% between the age group of 0 29 years.

Indias electronic manufacturing industry has been experiencing growth over the past few years. The governments "Make in India" initiative and various other supporting policies havehelped improve domestic manufacturing capabilities and attract foreign investment in the electronics sector.

Some of the factors that have contributed to this growth:

1. **Domestic Demand:** The increasing demand for electronic devices, including smartphones, computers and appliances.

2. **Foreign Investment:** Various global companies have set up manufacturing facilities in India due to the availability of skilled labor, cost advantages, and the growing domestic market.

3. **Government Initiatives:** Government policies such as the Production-Linked Incentive (PLI) scheme to provide financial incentives to companies manufacturing electronic products domestically.

4. **Skilled Workforce:** Indias strong pool of engineering and technical talent.

5. **Infrastructure Development:** The establishment of electronics manufacturing clusters, special economic zones, and industrial parks have provided the required infrastructure.

6. **Rise of Startups:** The growth of technology startups in India has also contributed to innovation and development in the electronic manufacturing sector.

New Segments for Growth & Competitiveness

Your Company has taken various strategic steps to transform into a cost competitive, innovative and future ready enterprise. To facilitate this -

l New Segments of growth such as Double Sided & Multi-layer PCB

have been introduced.

l Factory automation and lean manufacturing processes have been0

introduced.

l Industry specific certifications such as IATF (International

Automotive Task Force) & MACE (Maruti Center of Excellence)

These activities are designed to address the requirements of global

multi-nationals who manufacture or assemble in India.

Brand licensing Agreement with Reliance Retail

During the year, BPL has been amongst the fastest growing brands in the Reliance Digital portfolio. The sales of BPL products has more than doubled in terms of number of products sold compared to the previous year, helping the brand re-establish as a dominant player in the market.

Your companys positive growth across key categories can be seen in its traditionally strong segments such as Televisions, Washing m a c h i n e s a n d Refrigerators. The brand has also been well accepted in air conditioner, fans, LED lighting and small domestic appliances which are relatively new categories. During 2022-23 over 5.6 million BPL products were sold. In terms of products and categories, Reliance now sells over 500 SKUs of BPL products, as compared to 160 SKUs the previous year. Reliance has also improved SKU mix by adding a wider range of ACs and Refrigerators. In the TV segment, nearly 95% of sales have come from smart televisions with the 32" and 43" taking the bulk of the share. The

TV sales volume grew by 123%. Refrigerators were the next largest

category for BPL.

The business outlook remains positive. With more models of products, better features and aggressive promotion, BPL brand is expected to do well in FY24 too.

Review of Operations

PCB Business

Printed Circuit Boards (PCBs) are the fundamental building blocks for electronics. PCB manufacturers have various opportunities in India, driven by factors such as the growth in electronics manufacturing, increasing demand for consumer electronics, and the push for local manufacturing under initiatives like "Make in India." Opportunities include producing PCBs for mobile devices, automotive electronics, industrial equipment, and renewable energy systems. Additionally, the rise of Internet of Things (IoT) devices, medical electronics, and defense applications also contribute to the demand for high-quality PCBs in the Indian market.

The Indian PCB market has always been dominated by Chinese imports. However, the pandemic, the subsequent logistical challenges and multiple lockdowns across the world have forced many Indian EMS firms to reevaluate sourcing from Indian PCB manufacturers.

The sharp increase in the imports of the key raw material for PCB in India (in the form of Copper Clad Laminates - CCL)is directly proportional to the increase in demand for domestically manufactured PCBs.

In tandem with the increased demand from the Indian electronics industry, the PCB market has the potential to grow to approximately USD 6.8 billion as per estimates. Currently, industrial electronics, mobile phones and consumer electronics form the top 3 segments of the electronics industry. With all three sectors being growth drivers, we estimate the PCB usage in India to grow at 25% CAGR over the next 5 years to reach USD 6.8 billion by FY 2025. Double side, Multilayer and Flex PCBs are expected to contribute about 80% of the overall PCBs consumption.

India represents one of the largest and fastest growing

consumer electronics market in the Asia Pacific region.

Computers, laptops, mobile phones, etc. often use rigid PCBs in areas vital to the functionality of these devices, such as the motherboard, thereby creating a positive impact on the growth of the PCB industry.

To support the Indian PCB industry, the Government of India is encouraging the adoption of PCBs by supporting manufacturers to build PCBs plants and offering an easy tax regime with reduced bureaucratic hurdles. Further, the increasing popularity of

miniaturization and more efficient interconnect product solutions in

electronic devices also supports the growth of the market in India.

Your Companys investment in upgrading its manufacturing facilities has

yielded better efficiencies and productivity.

The decision to enter into value added double and multi-layer segments is a step in the right direction. The various new machineries are under installation and commissioning at the Doddaballapur factory. Three new high speed CNC drilling and routing machines, Hot Air Solder Levelling Machine, Plotter, Fly Probe Tester have already been commissioned. This upgradation of manufacturing facilities has aided in improving the productivity and quality of the PCBs as well as in delivery timelines.

Your company has now received IATF certification, which is a mandatory requirement to supply PCBs to the automotive Electronics industry. Your company is ISO 9001- 2015, UL, MACE and IATF 16949 certified making it a credible PCB manufacturer in India.

Your company is also in an advanced stage of discussions with Global

Electronics Manufacturers such as Delta Electronics, Samsung, who have set up their production facilities in India and are interested in local components.

The cost optimization activities, effective reuse of water through ETP and rain water harvesting processes too have improved the ability of your company to meet the challenging price demands in high volume segments such as LED lighting and consumer electronics.

Environmental, Social & Governance (ESG)

A way forward for Sustainability at BPL

The United Nations Sustainable Development Goals are call for action for all countries, government and non-government organizations and its citizens aimed to promote prosperity while protecting the planet. These goals recognize that economic growth and social needs has to go hand-in-hand with climate change and environmental protection. There are 17 goals that have been identified by the UN out of which BPL has identified 4 goals wherein BPL has material impact due to its business operations (source United Nations). These are as given below:

1. Water and

Sanitization: Reduce,

Reuse and Recycle.

2. Clean Energy: Solar energy in a phased manner.

3. Responsible Consumption and Production:

E-waste management.

4. Life on Land: Go green.

As a responsible corporate entity, BPL practices and advocates responsible retrieval and disposal of its electronic products following the standards prescribed as per the act. The annual reports have been filed with the appropriate authority for the year 22-23. BPL has proactively gone ahead and launched its ESG initiative starting this year. The initiative, amongst other actions will measure its carbon emissions and aim to achieve carbon neutrality.

Boards Report

Your directors are pleased to present their report along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

Summary of Financial Performance

The financial statements of the Company for the year ended March 31st 2023 have been prepared in accordance with IND-AS-110 schedule III of The Companies Act, 2013 (The Act), and the audited standalone financial statements, are therefore in compliance with, IND-AS- 110 and the obligations of a listed company stipulated by TheSecurities Exchange Board of India, under the Listing Obligations and regulations, 2015 For the Financial Year 2022-23 your company posted gross revenues of Rs. 6151.01 lakhs. It has also been a turn around year for BPL wherein it has registered an profit after tax of Rs.571.67 lakhs. Your companys financial performance for the year under review is summarized below:

(Rs. lakhs)

Particulars	Year Ended
	31.03.2023	31.03.2022
Net Sales and other income	6151.01	4919.18
Total operating expenses	4834.20	4154.33
Profit /(Loss) before Tax	1316.81	764.85
Deferred Tax charge /(Credit)	745.14	(530.10)
Profit after Tax	571.67	1294.95
Other Comprehensive Income	6472.11	351.97
EPS - Basic	14.38	3.37
- Diluted	14.38	3.37

Bharat Energy Ventures Private Limited (BEVPL) and BPL Power Projects (AP) Private Limited (BPPL) became subsidiaries from 23rd March 2022 and

there were no revenue / expenses from this date till 31st March 2023. Therefore, standalone profitability is considered as consolidated profitability.

Dividend

In order to conserve reserves, your Directorshave not recommended any dividend on equity shares of the Company. A dividend on preference shares has been recommended as per the terms of the issue covered by the approved Scheme of Arrangement.

Outlook

As we enter fiscal 2023-24, we are fortunate that the consumer durables &electronics industry is growing exponentially, and most macroeconomic conditions appear favourable. Your Management believes the companys future is bright and the BPL brand is well poised to emerge as a dominant player in the market it serves. With more models of products, better features and aggressive promotion, BPL brand is expected to do well in FY24 too.AC and Refrigerators will continue to grow due to extreme summer in most parts of the country.It is hoped that brand turnover for Reliance Retail will exceed Rs. 2,000 Crs. in the year.

During the first quarter of 2023-24, the brand has more than doubled the previous years sales in terms of numbers of units sold. The number of SKUs have also gone up from 183 last year Q1 to 505 in this year Q1. The major portion of the sales for the year is during the festive season fromSeptember to December. Your companys sales performance will more than triple the previous years earning a higher fee from brand licensing alone.

PLI Scheme for electronic manufacturing is encouraging local value addition and this is evidenced by increase in demand for Single Side and Double Side PCBs from existing and new customers.Multinationals have also expressed interest in sourcing PCBs from local sources and your Company is in an advanced stage of the qualification process. Your Company will work towards leveraging the purchasing power of multinationals for better raw material pricing in order to be competitive with Chinese PCB manufacturers.

The anti-dumping duty on cheap Chinese Imports to protect Indian PCB manufacturers has been moving on the expected lines. The Office of the Director General of Trade Remedies has had multiple session with

Indian PCB manufacturers and have taken into consideration all necessary data which will enable them to recommend an Anti Dumping Duty to theMinistry of Finance.

Your company had encouraging responses from newer sectors such as Electric Vehicle Chargers. With the knowledge gained in processing specialized laminates meant for RF antenna applications, it has been able to attract customers in this segment. This calls for your Company to invest in specific machineries needed to manufacture high end RF antenna PCBs, typically used for 5G and 6G applications. Your company is evaluating these machines and will take a decision to procure them in the next 12 months. Low cost lighting continues to be the largest consumer of PCBs. Your company has formulated a strategy to work with specific lighting companies where margins are healthy and stable.

Post the IATF 16949 Certification (mandatory certification to supply to Automotive customers) your Company has been able to establish contact with a number of tier 1 and 2 automotive customers. It may be noted that most of the automotive PCBs are double layer and your Company will be in a good position to make inroads into this sector.

Your company is in constant pursuit of productivity & quality improvement and haveidentified various areas for automation in areas of both production and quality. It has recently a high end Automated Optical Inspection equipment to aid in identifying and eliminating faults at the initial stage of production.

Risk & Concerns

The Indian Electronics Manufacturers face several risks and concerns, including supply chain disruptions, dependence on imported components, regulatory challenges, intense global competition and the need for skilled labour to keep up with technological advancements. Additionally, fluctuations in currency exchange rates and evolving consumer preferences could impact the market positioning and profitability.

High import duties and strict localization norms are often imposed to promote local manufacturing. While they do succeed to an extent in ensuring local manufacturing, they also negatively impact countrys global competitiveness.This is particularly true in electronicsindustry where supply chains are globally intertwined.

Another challenge is - India lacking a robust ecosystem of companies locally manufacturing components required for electronic products.In the absence of a full-fledged component ecosystem in India, these components are required to be imported, resulting in increased costs and lead time for the manufacturers. Specifically for PCB industry, most of the PCB raw materialsare not available in India and needs to be imported.The inefficient supply chain for raw materials compels the local manufacturers to depend on imports that leads to additional challenges.

Indian manufacturers have to carry inventory for long durations and plan much ahead of time, which in turn, increases the turnaround time.A large portion of the working capital of the Indian PCB manufacturers goes in securing the raw materials, which leaves them challenged to spend on other market development and expansion activities, thereby further preventing major expansions in the business.

Also, the lack of availability of raw Materials on time on an average, prevents the Indian PCB firms to reject 10-20% of new orders, which they get with shorter deadlines. These ultimately are met by imports of PCBs.

The scale of Indian companies is very small compared to that of global firms. Indias ability to supply large volumes at global prices are very difficult. The PCB industry is a high capex business - Sales to assets ratio < or = 1.0. The poor ROI is often seen as a deterrent to investors in PCB manufacturing.

The cheaper and faster option for Indian Electronics companies is importingof components from countries such as China. Currently, each factor is eating into the other and has left the domestic industry in a state of flux.

Your company continues to closely monitor the business risks through a Risk Management which evaluates and recommends risk mitigation plans.

Subsidiary / Joint Ventures / Associate Companies

Bharat Energy Ventures Private Limited (BEVPL) became a subsidiary of your company on 23rd March, 2022, on account of repossessing the equity shares of BEVPL from Electronic Research Private Limited, pursuant to the agreements executed amongst the companies. With this, your company holds more than 81% of the equity capital of BEVPL. BPL Power Projects (AP) Private Limited (BPPL) is now an indirect subsidiary of your company, since it is a subsidiary of BEVPL. Your company has no associate companies.

The companys erstwhile joint venture namely Kleer Industries Inc.

USA, isin the process of being closed.

The audited accounts of BEVPL and BPPL are consolidated with the

company as per Sec. 129 of the Companies Act, 2013.

Annual Evaluation of the Board, Its Committees and Individual

Directors.

The company has, during the year, conducted an evaluation of the Board as a whole, its committees and the Individual Directors including the Independent Directors as stipulated in the Nomination and Remuneration policy adopted by the company. The evaluation was carried out through different evaluation forms which covered among the evaluation of the composition of the Board/Committee, its effectiveness, activities, governance and with respect to the Chairman and the Individual Directors, their participation, integrity, independence, knowledge, impact and influence on the Board.

For the financial year 2022-23, the Independent Directors have conducted a meeting on 27th March 2023. Performance evaluation criteria are as per the policy available at the web link: http://www.bpllimited.com/investorrelations/policies/policy-onboard valuation.pdf.valuation.pdf.

Share Capital

The paid-up Equity Share Capital of the Company as on 31stMarch, 2023 stood at Rs.48.97 Crores comprising 4,89,75,751 Equity Shares of Rs.10/- each, fully paid up. None of the directors hold any instruments which areconvertible into equity shares of the company. There is an increase in the paid-up capital of the company by Rs.6,98,480/- on account of allotment of 69,848 equity shares of Rs.10/- each, to the employees who have exercised the options.

The paid-up Preference Share Capital of the Company as on 31st March 2023 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

The above said non-cumulative, non-convertible preference shares became due for redemption in August, 2019. Major portion of the said shares (around 64%)are held by promoters and the rest by banks. The company is exploring the possibility of redeeming the preference shares held by banks on the first instance, keeping the promoters holding in abeyance. The company has already met the preference shareholders and redemption discussions are in progress.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Option during the Financial Year 2022-23. The Company has not made any provision for the purchase of subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential rights during the Financial Year 2022-23.

Transfer To Reserves

During the year under review, the company has transferred Rs. 584.02

lakhsto Reserves& Surplus

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL

PERSONNEL

The ratio of remuneration of each director to the median employees remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the companies (Application and Remuneration of Managerial Personnel) Rules,2014, are annexed to this report as Annexure 3."

In terms of the provisions of Section 197(12) of the Act, read with Rules

5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said Rules are set out in the Boards Report as an addendum thereto. However, in terms of provisions of the first proviso to section 136(1) of the Act. This Annual Report is being sent to the members of the company excluding the aforesaid information. The said information is available for inspection and any member interested in obtaining such information may write to the Company Secretary for the same.

Credit Rating

The current exposure does not mandate the company to have credit rating as prescribed by RBI.Hence, the company has opted out of ratings for the Bank Loan Facilities effectivefrom 4th July 2022.

Policy on Directors Appointment and Remuneration

Policy on Directors appointment is to follow the criteria as laid down

under:

a. The Companies Act, 2013,

b. BPL Code of Conduct for Board of Directors and senior management

personnel

c. The Uniform Listing Agreement with stock exchanges and

d. Good corporate practices.

Emphasis is given to appointing persons on the board who are from

diverse fields and professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel

and Employees of the company is that:

a. Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and workmen is industry-driven and takes into account their performance and to attract and retain quality talent.

b. For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed there in, Circulars and Guidelines issued by the Central Government and other authorities, from time to time.

DIRECTORS

Category	Name of the Director
Executive Director	Mr. Ajit Gopal Nambiar
Non-Executive Directors	Mrs. Anju Chandrasekhar
	Mr. Sukumar Rangachari
Non-Executive	1. Dr. Chandan Juneja
Independent Directors	2. Mr. Nowroz Jal Cama
	3. Mr. Sabareeshan C K

The composition of the Board is in line with the requirements of the act and listing regulations. All Directors have vast knowledge and experience in their relevant fields and the company has benefited immenselyby their presence on the Board.

Skill/expertise/competence of the board of directors required in the context of business of the company are mentioned in the corporate governance report.

a. Change in directors and key managerial personnel (KMP) during

the FY 2022-23

During the year under review, Mr. Sukumar Rangachari was appointed as an additional director (non- executive)on 30th May, 2022 and his appointment was approved by the members at the last Annual General Meeting held on 28th September, 2022.

Mrs. Pavitra P resigned as an independent director of the company

on 4th April, 2022.

b. Woman Director

In terms of provisions of Section 149 of the Act and regulation 17(1)(a) of the listing regulations, the company needs to have atleast one woman director on the board. The Company has Mrs. Anju Chandrasekhar as a non-executive woman director on the board.

c. Director retiring by rotation

Mrs. Anju Chandrasekhar, Non - executive director of the company is liable to retire by rotation in terms of the provision of the act at the ensuing general meeting of the company and being eligible, offers herself for re-appointment. The board has recommended her re-appointment.

As stipulated under 36(3) of the listing regulations, a brief resume of the re-appointee i.e. Mrs. Anju Chandrasekhar, is given in the notice convening 59th AGM of the company.

d. Declaration of Independence by the Independent Directors

The Company hasthree independent directors as on 31st March, 2023. Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Dr. Chandan Juneja, Mr. Nowroz Jal Cama, and Mr. C K Sabareeshan were the Independent Directors of the company as on 31st March, 2023 and have made a declaration to the Company confirming the compliance of the conditions stipulated in the aforesaid section. The said declarations were placed at the board meeting held on 29.05.2023.

e. The Policy on Nomination and Remuneration of Directors and

KMP and senior management

The policy on nomination and remuneration sets out the criteria for

determining qualification, positive attributes of independent directors KMP and senior management under Section 178(3) of the act and regulation 19 of listing regulations. The policy on the same is approved and adopted by the board is available on the website www.bpllimited.com f. Evaluation of Board, its Committees and Individual directors

The Nomination & Remuneration Committee conducted the evaluation of Directors, Committees, Chairman of the Board, and the Board as a whole, based on the criteria and framework adopted by the Board in this regard.

A brief on the annual Board evaluation process undertaken in compliance with the provisions of the Act andListing Regulations, is given in the Report on Corporate Governance, forming part of this Integrated Annual Report. g. Number of Meetings of Board of Directors

The Board of Directors has met Six times and Independent Directors once during the Financial Year 2022-23. Details of meetings are available in the Corporate Governance report section, which forms part of the annual report. h. Details of Committee of Directors

Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee,Risk Management Committee,Internal Complaints Committee (ICC) as per POSH act 2013, number of meetings of each committee held during the financial year 2022-23 and meetings attended by each member of the committee as required under the Companies Act, 2013 are provided in Corporate Governance Report section which forms part of the annual report. i. Key Managerial Personnel

Mr. Ajit G. Nambiar is the Chairman & Managing Director, Mr. T L M Rangachar, Chief Financial Officer (CFO) and Mrs. Deepika N Bhandiwad, Company Secretary & Compliance Officer are the Key Managerial personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

Audit And Auditors

a. Statutory Auditors

M/s. MKUK & Associates, Chartered Accountants, are the Auditors of the Company from the FY 2017-18 and were re-appointed for a further term of five years during the year 2021-22.

The Board has duly examined the statutory auditors report on the annual accounts for the financial year 2022-23 which is self-explanatory. Clarifications, wherever necessary, have been included in the notes to accounts. Further, the directors confirm that, the qualifications are addressed and attached as addendum to this report. b. Secretarial Auditor

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, your company has appointed Mr. Madhwesh K, a Practicing Company Secretary (CP -10897) as Secretarial Auditor of the Company for the Financial Year 2022-23 and the Secretarial Audit Report is annexed herewith and forms part of the report. The explanations of the Board on every qualification, reservation or adverse remark or disclaimer made by the Auditor in his report (Form MR-3) have been furnished by way of an addendum. c. Internal Auditor

Provision of Section 138(1) read with Rule 13 of the Companies (Accounts) Rules, 2014. M/s T Velupillai & Co, Chartered Accountants, are appointed as internal auditors for the company. d. Cost Auditors

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit)) Rules, 2014 relating to Cost Audit and maintaining cost audit records is not applicable to the Company.

Change in the Nature of Business, if any

There has been no change in business of the company during the

financial year 2022-23.

Significant and Material Orders

During the year under review,there is no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in the future.

Internal Control and their Adequacy

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed in evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit, function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the audit committee of the Board on a quarterly basis. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or to the Board as required under Section 143(12) of the Companies Act, 2013 and the rules framed thereunder.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

During the year, the Risk Management Committee was reconstituted by inducting Mr. C K Sabareeshan as a member and the committee met on 14th December, 2022.

Corporate Social Responsibility (CSR)

Pursuant to the provision of Section 135 read with Schedule VII to the Act, the company has constituted a CSR Committee which reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto. (b) Annual CSR Activity plan (c) CSR projects or programmes for implementation by the company as per its CSR policy. In accordance with the applicable provisions of Section 135 of the Act and CSR policy of the company, the company contributes 2% of average net profits made during the preceding three financial years to Cherysh Trust, Ambedkar Charitable Trust, Rotary and Lions charitable trust.

The Companys average net profit for last 3 years computed as per the provisions of Section 135(5) of Companies Act, 2013, was Rs. 678,55,966/- CSR expenditure to be incurred for the FY 2023-24 at 2% of average profit is Rs. 13,57,119/-.

Disclosures on CSR Activities as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are as tabled below:

1. A brief outline of theCompanys CSR Policy,including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs	The Companys CSR Policyintends to i. Promote education including employment enhancing vocation skills especially among children and women.
	ii. Eradicate hunger, poverty andmalnutrition.
	iii Promote healthcare and sanitation. iv ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
2. The Composition of the CSR Committee	Mrs. Anju Chandrasekhar-Chairperson Dr. Chandan Juneja - Member Mr. Ajit G Nambiar- Member
3. Average net profit of the Company for last three financial years	Rs.6,78,55,966/-
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)	Rs. 13,57,119/-
5. Details of CSR spent during the year 2023-24
a) Total amount to be spent for the financial year	Rs. 13,57,119/-
b) Amount spent, if any	Rs.6,94,332/-
c) Manner in which the amount spent during the financial year	Contributed to Registered Trusts
d) Amount unspent during the financial year.	Rs. 6,62,787/-
6. In case the company has failed to spend two percent of the averagenet profit of the last three financial yearsor any part thereof, thereasons for not spending the amount in its Board report.	Not Applicable
7. A responsibility Statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and the policy of the company	The spending on CSR activities by the company are covered under Schedule VII of the CA 2013 and further notifications from MCA, from time to time and the implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and policy of the company.

Whistle Blower/Vigil Mechanism Policy

The Company has put in place a Whistle Blower/ Vigil Mechanism Policy to provide for an open and transparent working environment and to promote responsible and secure whistle blower system for directors and employees of the company to raise any concern. The policy broadly cover instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/ misuse of companys assets, manipulation of companys data, pilferage of proprietary information, abuse of authority etc. The policy provides safeguards against victimization of Director(s)/employee(s) who raise the concern and provide access to the Chairman of the Audit Committee who is entrusted to oversee the policy. The policy is available on the website of the company.

Particulars of Loans, Guarantees or Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC- 2, which forms part of the annual report.

Particulars of Directors, KMP and Employees

The details required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 as amended, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part of the report

Corporate Governance

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations,2015. A separate section on compliance with the conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s MKUK & Associates, Chartered Accountants, in this regard, forms part of the Annual Report. The Managing Director and Chief Financial Officer have certified to the board with regard to the financial statements and other matters as specified in the listing regulations.

Prevention of Sexual Harassment Policy

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, aiming at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. A Committee named as Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, there were no complaints pertaining to sexual harassment and hence no meeting of the said Committee was held.

Deposit

During the financial year under review, the company did not accept

deposits covered under chapter V of the Act.

Extract of Annual Return

As per the requirement of Section 92(3) of the Act and rules framed thereunder. An extract of Annual Return in the prescribed format is displayed on the Companys website: www.bpllimited.com under the head "Investor Relations".

Safety, Health and Environment

Safety Committees at the manufacturing unit are functioning properly

to ensure a safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at all the units. Shop in-charge personnel and all security staff have been given sufficient on the job training in the use of safety equipment. Necessary consent(s) have been obtained from pollution control Board with respect to Water and Air. Fire Fighting equipment and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality. The Company had 112 employees as on March 31, 2023.

Employee Stock Option Plan

The Nomination and Remuneration Committee administers the ESOP which is formulated by the company from time to time. Information required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share based Employee Benefits and sweat equity) Regulations, 2021 (SEBI Regulations) is provided hereunder:

Sl No	Particulars	Details
1	Number of Options outstanding at the beginning of the year	16,04,341
2	Number of options granted	-
3	Number of option vested during the year	-
4	Number of options exercised during the year	69848
5	Number of shares arising as a result of exercise of options	69848
6	Number of Options forfeited/lapsed	118121
7	Exercise price (in Rs)	10
8	Money realized by exercise of options (in Rs)	6,98,480
9	Number of options outstanding/in force at the end of year	-
10	Number of options exercisable at the end of the year	-
11	Total number of options available for grant	15,34,493
12	Variation of terms of options	NA

Employee wise details of options granted to :

1. Senior Managerial Personnel Nil

2. Any other employee who receives a grant of options amounting to five percent or more of options granted during that year Nil

3. Identified employees who were granted options during any one year, equal to or exceeding one percent of the issued capital of the company at the time of grant Nil

4. Diluted earning per share Rs.14.38

5. Total consideration received against issuance of ESOP shares under the plan - Rs. 6,98,480.

Further, the company confirms that there has been no change to the

Companys ESOP plan during 2022-23.

A certificate received from the Statutory Auditors M/s MKUK & Associates, Chartered Accountants, Bangalore, to the effect that Stock Option Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders, will be placed before the Annual General Meeting and a copy of the same shall be available for inspection by the members at the Registered Office of the

Company on all working days up to the date of the ensuing Annual

General Meeting.

Other Disclosure

- During the year under review, the company has not allotted equity shares with differential voting rights.

- The company has complied with the applicable secretarial standards for board and general meeting held during the year under review.

The company has not revised the financial statements as mentioned

under Section 131 of the Act.

Directors Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, and on the basis of explanations and compliance certificates given by the executives of the company and subject to disclosures in the annual accounts and also on the basis of discussions with the statutory auditors of the company, from time to time, we state as under:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company ended as on that date.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that the Directors had prepared the annual accounts on a going

concern basis.

e) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Conservation of Energy, Technology, Absorption and Foreign Exchange

Earnings and Outgo.

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of CA 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided below:

a) Conservation of Energy:

Though not a large-scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment.

These include water recycling, waste recycling, solder fumes control and power factor Improvement. During the year under review, in view of working capital constraints, your company has not made any capital investment on energy conservation equipment.

b) Technology Absorption:

Electronics technology is changing rapidly and continuous efforts are required to keep pace with it. However, due to financial and manpower constraints, your company has not been able to invest in R&D during the year under review. It is hoped that with improvement in top line and bottom line in the coming year, your company will be able to focus on this important area.

c) Foreign Exchange earnings and outgo:

During the period under review, your Company utilized foreign exchange worth Rs. 1983.65 Lakhs and foreign exchange earning was nil.

MD & CFO Certification

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Managing Director and CFO certificate, for the year under review was placed before the Board of Directors of the company at its meeting held on 29th May 2023.

A copy of such a certificate forms a part of the Corporate Governance

Report.

Cost Records

The company is maintaining cost records required under the provisions

of Section 148(1) of the Act. However the cost audit is exempted.

Secretarial Standards Issued by the Institute of Company Secretaries

of India

The Company complies with all applicable mandatory secretarial

standards as issued by the Institute of Company Secretaries of India.

Listing with Stock Exchanges

The Equity shares of the company are listed on National Stock Exchange of India Limited and BSE Limited. The Annual Listing fees for the Financial Year 2022-23 have been paid to these exchanges.

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board. The policy complies with requirements of Regulation 25(10) of SEBI (LODR) Regulations, 2015.

Management Discussion & Analysis

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion & Analysis Report which is presented in a separate section forming part of this Annual Report.

Other Statutory Disclosures

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review,

1. Issue of equity with differential rights to dividend voting otherwise.

2. Issues of sweat equity shares

3. Provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. Application made or any proceeding pending under Insolvency and Bankcruptcy Code, 2016 during the year along with their status as at the end of the financial year.

5. Difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons there of.

6. Receipt of any remuneration or commission by the Managing Director of the company from its subsidiary company.

Acknowledgements

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions, Channel Partners and Shareholders.

	For and on behalf of the
	Board of Directors
	Ajit G Nambiar
Bangalore	Chairman & Managing Director
th
11 August, 2023	Din : 00228857