BPL Ltd Directors Report

<dhhead>BOARDS REPORT </dhhead>

#MDStart#

<dhhead>MANAGEMENT DISCUSSION & ANALYSIS</dhhead>

Management Discussion & Analysis

A TRANSFORMATION IN MOTION

India is entering a defining decade for electronics manufacturing. Rapid growth in electrification, digital infrastructure, industrial automation and domestic manufacturing initiatives is creating unprecedented demand for electronic components and Printed Circuit Boards (PCBs).

Against this backdrop, BPL has continued to strengthen its position as a trusted domestic manufacturer, delivering consistent growth while investing in the capabilities required for the next phase of expansion.

BPL currently serves 200+ customers across seven segments ranging from automation to electricals with a manufacturing capacity of close to 6 lakh square metres. The Indian PCB market is estimated to grow at a CAGR of 8.4%.

 

OUTPERFORMING THE INDUSTRY

FY 2025-26 marked another year of strong execution for BPLs PCB business.

 

Key Highlights

Revenue growth of 15.20% year-on-year

Growth significantly ahead of the industry average of 8.47% Stable operating performance despite volatile raw material markets Continued improvement in collections and operational efficiencies

Approval received under the Government of Indias Electronics Components Manufacturing Scheme (ECMS)

The growth achieved demonstrates the Companys ability to gain market share while operating in a highly competitive and cost-sensitive environment.

The most recent quarter (Q1 FY26-27) shows this growth continuing at the top line, with whole-company total income up 8.5% YoY to 2,154.22 Lakh but margins have come under pressure, with COGS rising to 77% of income (from 71%) and EBITDA margin narrowing to 8% (from 19%). This is addressed in more detail under Recent Developments below.

Growth in FY 2025-26 was both volume and price driven, with capacity utilization peaking at 80% and an order book averaging 95 days.

 

POSITIONED FOR THE NEXT WAVE OF GROWTH

Indias increasing focus on electronics self-reliance, coupled with rising demand from automotive, power conversion, lighting and industrial applications, presents a significant opportunity for domestic PCB manufacturers.

 

BPLs growth strategy is centered around:

Expanding participation in high-growth industry segments Increasing share of value-added products Strengthening domestic manufacturing capability Enhancing process automation and quality systems Leveraging policy support through ECMS and related initiatives

The Company remains committed to supporting Indias transition towards a globally competitive electronics ecosystem.

In FY 2025-26, BPL completed its first export order, stabilized production of higher-layer PCBs, and expanded into the IoT PCB category. The Company will continue to move towards higher layer counts and more complex boards, and towards volume-based production from prototype stage.

 

INVESTING FOR SCALE

As customer requirements evolve and manufacturing complexity increases, BPL continues to invest in technologies and infrastructure that improve productivity, quality and throughput.

 

Key initiatives underway include:

Automated Optical Inspection (AOI) systems Surface finishing enhancements Process automation initiatives Manufacturing infrastructure upgrades Quality and inspection capability expansion Facility and utility modernization

These investments are expected to strengthen operational resilience, improve product quality, and enable the Company to meet more demanding customer reliability requirements, forming the foundation for a scalable manufacturing platform aligned with BPLs multi-year growth roadmap.

 

NAVIGATING A VOLATILE GLOBAL ENVIRONMENT

The global supply chain continues to experience uncertainty driven by geopolitical developments, freight volatility and currency fluctuations.

Recent events in the Middle East have created additional challenges for manufacturers worldwide, including: Rising crude oil prices Increased shipping and logistics costs Volatility in container freight rates Supply chain disruptions Currency fluctuations impacting imported raw materials

These pressures are already visible in the Companys sourcing data: certain input costs have risen by roughly 3x, supplier lead times have stretched from 4 to 7 weeks, and some suppliers have begun declining new orders altogether underscoring the need for the mitigation steps below.

In response, BPL has adopted a proactive approach through:

 

Strategic Pricing

Regular price reviews and calibrated customer price revisions to protect margins against input cost inflation.

 

Supply Chain Management

Strengthening supplier relationships, diversifying sourcing channels and maintaining disciplined inventory management practices.

 

Foreign Exchange Risk Management

Comprehensive hedging strategies on forex exposures to reduce the impact of currency volatility on profitability.

These initiatives enable the Company to remain agile while protecting operational performance in an uncertain global environment.

 

A STRONG BRAND ECOSYSTEM

The BPL brand continues to enjoy significant recognition across Indian households and remains an important strategic asset for the Group.

Through long-term partnerships and brand licensing arrangements, the Company continues to extend the reach of the BPL brand across

multiple consumer categories while maintaining focus on its core manufacturing businesses.

The licensing business provides a complementary and asset-light revenue stream that enhances overall business resilience and supports

long-term value creation.

In Q1 FY26-27, brand licensing contributed 293.49 Lakh, roughly 14% of whole-company total income, though this was down 43.0% YoY

for the quarter a trend the Board is monitoring.

 

FINANCIAL DISCIPLINE DRIVING SUSTAINABLE GROWTH

The Company remains committed to maintaining a disciplined operating framework focused on: Margin protection Inventory optimization Improved collection cycles Cost management Capital efficiency Cash generation Operational excellence and financial prudence continue to be central pillars of BPLs growth strategy.

Primary corporate priority to maximize balance sheet liquidity by compressing our overall working capital cycle by 10 days by lengthening supplier days up to 60 days, while tightening internal operational efficiencies to achieve targets of 28 days for raw material inventory and 18 days for work-in-progress.

 

FINANCIAL PERFORMANCE SUMMARY

A consolidated view of reported financial and operating Key Performance Indicator (KPIs) is set out below. Rows marked "Pending input" require FY 2025-26 audited figures from Finance/Operations before this report is finalized; they have been left blank rather than estimated.

KPI	Value	Basis / Period	Status
Revenue growth (PCB business)	19% YoY	FY 2025-26	Reported
Industry average growth	8.47%	FY 2025-26	Reported
(external benchmark)
Total income (whole company)	2,154.22 L (+8.5% YoY)	Q1 FY26-27	Reported
Manufacturing revenue	1,845.83 L (+28.8% YoY)	Q1 FY26-27	Reported
Brand licensing revenue	293.49 L (-43.0% YoY)	Q1 FY26-27	Reported
COGS as % of income	77% (vs 71% PY)	Q1 FY26-27	Reported
EBITDA / EBITDA margin	168.68 L / 8% (vs 19% PY)	Q1 FY26-27	Reported
Operating profit / margin	77.81 L / 4% (vs 14% PY)	Q1 FY26-27	Reported
Customer base	200+ customers, 7 Industrial verticals	FY 2025-26 (current)	Reported
PCB manufacturing capacity	6 lakh sq. m	FY 2025-26 (current)	Reported
India PCB market growth (CAGR)	8.4%	External benchmark	Reported
Capacity utilization	80% (peak)	FY 2025-26	Reported

 

KPI	Value	Basis / Period	Status
Order book	95 days average	FY 2025-26	Reported
Workforce	size 300 employees	Current	Reported
FY 2025-26 EBITDA / PAT / margins	8.21% - EBITDA/ 2%-PAT	FY 2025-26 audited	Reported
	(before adjustment of	financials
	non-operating expenses)
Working capital days / inventory	Working capital - 65 days
turnover / collection cycle	inventory turns -8.81 times	FY 2025-26	Reported
	collection cycle 65 days
ROCE / debt-leverage position	ROCE- 0.02/ Debt equity	FY 2025-26	Reported
	ratio -1.14

 

RECENT DEVELOPMENTS Q1 FY26-27

For transparency, and in line with the reviewers suggestion to strengthen the linkage between strategy and financial outcomes, the Boards Q1of FY26-27 (Apr Jun 2026) whole-company results are summarized here as the most current available financial picture:

Total income: 2,154.22 Lakh, up 8.5% YoY

Manufacturing revenue: 1,845.83 Lakh, up 28.8% YoY Brand licensing revenue: 293.49 Lakh, down 43.0% YoY Other income: 14.90 Lakh, down 60.0% YoY

COGS: 77% of income, up from 71% in the prior-year quarter

EBITDA: 168.15 Lakh, an 8% margin, down from 19% in the prior-year quarter Operating profit: 77.25 Lakh, a 4% margin, down from 14% in the prior-year quarter One-time non-cash interest charge: 430.82 Lakh, linked to the preference-share liability

Reported PBT: a loss of 353.56 Lakh, primarily attributable to the one-time non-cash charge above

Manufacturing revenue growth remains strong and ahead of the prior year, consistent with the FY 2025-26 trend reported above. The Board continues to actively manage the margin compression noted above.

 

RISKS AND RESILIENCE

While long-term industry fundamentals remain positive, the Company continues to closely monitor several risk factors both external and internal that could impact performance.

 

Global Geopolitical Developments

Ongoing conflicts and trade disruptions have the potential to impact supply chains, logistics costs and raw material availability.

 

Currency Volatility

Movements in the USD-INR exchange rate remain a significant cost driver for imported raw materials and components.

 

Input Cost Inflation

Changes in laminate prices, metals, energy costs and freight rates continue to influence manufacturing economics. This quarter, certain input costs have risen by roughly 3x, supplier lead times have extended from 4 to 7 weeks, and some suppliers have begun declining new orders, a direct and quantified pressure on customer pricing dynamics.

 

Global Trade and Logistics

Freight availability, shipping disruptions and container shortages continue to require active monitoring and mitigation.

 

Regulatory Compliance

The Company monitors evolving environmental compliance requirements and labour-law obligations applicable to its manufacturing operations, and maintains internal processes to track adherence.

 

Customer Concentration

The Board monitors customer and segment concentration as part of its ongoing risk review to ensure the revenue base remains adequately diversified.

 

Technology Obsolescence

Given the pace of change in PCB manufacturing technology (multilayer capability, surface-finish techniques, automation), the Company continues to evaluate its equipment and process roadmap to avoid falling behind evolving customer specifications.

Through disciplined planning, proactive procurement and continuous risk reviews, BPL remains focused on maintaining business continuity and protecting profitability.

 

SUSTAINABILITY & ESG

The Company recognizes the growing importance of environmental, social and governance considerations to its stakeholders. BPL has formalized ESG goals specific to the electronics manufacturing industry it operates in, reflecting its commitment to responsible and sustainable growth.

 

HUMAN CAPITAL & TALENT DEVELOPMENT

As BPL scales its manufacturing operations, building and retaining a skilled workforce across engineering, quality and production roles remains an important enabler of the Companys growth plans.

The Company has a workforce of close to 300 employees, with a low attrition rate. Talent development is built around competency-based training, and BPL works with academic institutions to develop and employ trained local youth.

 

INTERNAL CONTROL SYSTEMS

The Company has in place adequate internal control systems commensurate with the nature of its business and the size and complexity of its operations. These systems are designed to provide reasonable assurance with regard to:

Safeguarding of the Companys assets against loss, unauthorised use, or disposition Prevention and timely detection of frauds and errors Accuracy and completeness of accounting records Reliability of financial reporting and timely preparation of financial statements

Compliance with applicable laws, regulations, and Company policies

 

LOOKING AHEAD

Indias electronics manufacturing journey is only beginning. The Companys focus remains unchanged:

 

Strengthen Manufacturing. Expand Capability. Create Sustainable Value.

As India accelerates towards becoming a global electronics manufacturing hub, BPL remains committed to being an active participant in that transformation.

Over the next 2 3 years, the Companys strategic priorities include expanding to higher layer counts and greater design complexity, deploying AI-enabled production systems, introducing automated CAM, and adopting AI-enabled quality assurance across manufacturing.

 

Boards Report

1. Financial Performance

The financial statements of the Company for the financial year ended 31st March 2026 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) notified under the Companies Act, 2013, and the applicable requirements of Schedule III to the Companies Act, 2013. The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Companys standalone revenue from operations for FY 2025-26 was 7,963.26 lakh as against 7,907.39 lakh in FY 2024-25. The

consolidated revenue from operations was 7,989.71 lakh as against 7,929.56 lakh in the previous year .

The Company recorded a standalone loss after tax of 828.29 lakh for FY 2025-26 as against a profit after tax of 40.77 lakh in FY 2024-25. The accounted loss is on account of provision made for finance cost on an accural basis as per IND AS. The Loss after tax as per Consolidated account was 855.01 lakh as against a profit after tax of 9.42 lakh in FY 2024-25.

The standalone operating EBITDA margin was 8.21% in FY 2025-26 as compared with 6.02% in FY 2025-26, while the standalone EBIT margin was 5.17% as compared with 3.12% in the previous year.

The Board has considered the financial performance together with the qualifications and observations contained in the reports of the

Statutory Auditor and Secretarial Auditor and the explanations provided in the Addendum to this Boards Report.

 

 

 

 

( in lakhs)

 

2. Summary of Financial Results

 

 

 

 

 

	Standalone		Consolidated
Particulars	Year ended		Year ended
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from operations	7,963.26	7,907.39	7,989.71	7,929.56
Other non-operating income (non-recurring)	-	5,766.92	-	5,766.92
Total Revenue	7,963.26	13,674.31	7,989.71	13,674.31
Total operating Expenses	7,676.36	7,011.45	7,729.52	7,064.97
Profit / (Loss) before Tax	286.90	6,662.86	260.19	6,631.51
Non-operating Expenses/non-cash/non recurring expenses	951.58	6,614.43	951.58	6,614.43
Deferred Tax charge /(Credit)	163.61	7.66	163.61	7.66
Profit/(Loss) after Tax	(828.29)	40.77	(855.01)	9.42
Other Comprehensive Income	7.15	(26.59)	7.15	(26.59)
EPS - Basic	(1.68)	0.03	(1.73)	(0.04)
- Diluted	(1.68)	0.03	(1.73)	(0.04)

 

With a strong legacy, expanding capabilities, improving operational metrics and a clear strategic roadmap, BPL is well positioned to participate in the next phase of Indias industrial growth story. The Boards near-term priority is to convert the current quarters manufacturing-led revenue growth into sustainable margins.

 

3. Dividend

In view of loss incurred by the company the Board of Directors has not recommended any dividend on the Equity/Preference shares of the Company for FY 2025-26

 

4. Transfer To Reserves

In accordance with the applicable provisions of the Companies Act,

2013 and based on the audited financial statements, the Company has not transferred any amount to reserve but have adjusted

(Rs. 828.29) lakhs against accumulated reserves during FY 2025-26.

 

5. Subsidiary / Joint Ventures / Associates

Bharat Energy Ventures Private Limited (BEVPL) is a subsidiary of the Company. Ramagundam Power Generation Private Limited (formerly BPL Power Projects (AP) Private Limited) is an indirect subsidiary of the Company through BEVPL. The Company has no associate company.

The Companys erstwhile overseas joint venture, Kleer Industries Inc., USA, has remained inoperative for a long period and is in the process of closure, including completion of the requisite regulatory formalities with the Reserve Bank of India.

The audited financial statements of the subsidiaries have been consolidated with the Company in accordance with the applicable provisions of the Companies Act, 2013 and Ind AS. The statement containing the salient features of the financial statements of subsidiaries and other prescribed particulars is provided in Form AOC-1 attached as Annexure -1 and forms part of the Annual Report.

 

6. Annual Evaluation of the Board, Its Committees and

Directors

The Company has carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors, including the Independent Directors, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and the Nomination and Remuneration Policy of the Company.

The evaluation covered, inter alia, the composition and effectiveness of the Board and Committees, participation and contribution of Directors, quality and timeliness of information, governance, integrity, independence, knowledge and overall effectiveness.

The Independent Directors held a separate meeting on 31st March 2026 and reviewed, inter alia, the performance of the Non-Independent Directors, the Chairperson and the Board as a whole, and assessed the quality, quantity and timeliness of flow of information between the management and the Board, as applicable.

The detailed evaluation process and criteria are disclosed in the

Corporate Governance Report forming part of this Annual Report.

 

7. Share Capital

The paid-up equity share capital of the Company as at 31 March 2026 was 48.97 crore comprising 4,89,75,751 equity shares of 10 each, fully paid-up.

As at 31 March 2026, the paid-up preference share capital

amounted to 169.59 crore, comprising 1,69,58,682 redeemable preference shares of 100 each. The said non-cumulative, nonconvertible preference shares became due for redemption in August 2019 and remain outstanding and, accordingly, the redemption amount has remained overdue. In view of the redemption having fallen due and remaining unpaid, the outstanding preference share capital has been classified under Current Liabilities in the Balance Sheet.

The Company is evaluating lawful means of redemption, including a possible fresh issue of preference shares, subject to the provisions of Section 55 of the Companies Act, 2013, applicable SEBI requirements, the terms of issue and requisite approvals. The Board recognizes the significance of the outstanding preference share redemption and has considered the matter together with the qualification made by the Statutory Auditor. The Company will take appropriate steps in accordance with applicable law and the terms governing the preference shares. No equity shares carrying differential voting rights were issued during FY 2025-26. No sweat equity shares were issued during the year.

 

8. Particulars of Employees, Directors and Key Managerial

Personnel

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees required under Section 197(12) of the Companies Act, 2013 read with the applicable Rules are annexed to this Boards Report.

The statement containing particulars of employees as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection by members in accordance with applicable law and will be made available to any member on request in the prescribed manner.

 

9. Credit Rating

The existing exposure of the Company did not require a credit rating under the applicable framework.The Company had opted out of ratings for its bank loan facilities in July 2022.

 

10. Policy on Directors Appointment and Remuneration

The Companys policy on appointment of Directors, Key Managerial Personnel and senior management and on remuneration is governed by the applicable provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, the Companys Code of Conduct and the Nomination and Remuneration Policy.

The Nomination and Remuneration Committee and the Board consider, among other matters, qualifications, expertise, experience, positive attributes, independence, diversity, performance and the requirements of the Company while considering appointments and remuneration.

 

11. Board of Directors

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

 

The Company has one woman Director on its Board. The composition of the Board is in accordance with the applicable requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, subject to the disclosures contained in the Corporate Governance Report.

 

12. Changes in directors and Key Managerial Personnel (KMP)

during the FY 2025-26

There were no inductions on the Board during FY 2025-26.

Mrs. Anju Chandrasekhar(DIN:00228746), Non-Executive Director, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered herself for reappointment. The Board recommends her re-appointment, subject to the approval of members.

Dr. Chandan Juneja (DIN:07945542)and Mr. Nowroz Jal Cama

(DIN:08772755)were re-appointed as Independent Directors for a further term of five years with effect from 30th June 2025 up to

29th June 2030.

Mr. C K Sabareeshan(DIN: 00013462) was re-appointed as an Independent Director for a further term of five years from 13th August 2026 to 12th August 2031, pursuant to the postal ballot, the results of which were declared on 10th August 2026. This reappointment occurred after the end of FY 2025-26 and is therefore disclosed as a subsequent event and not as a change occurring during FY 2025-26.

There were no other retirements or resignations of Directors or

KMP during FY 2025-26.

 

13. Declaration of Independence by the Independent

Directors

The Company had three Independent Directors as of 31st March 2026, namely Dr. Chandan Juneja, Mr. Nowroz Jal Cama and Mr. C K Sabareeshan. The Independent Directors have furnished declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The declarations were placed before the Board at its meeting held on 28th May 2026.

 

14. Board Meetings

The Board of Directors met seven times during FY 2025-26. The details of Board meetings and attendance of Directors are provided in the Corporate Governance Report forming part of this Annual Report.The Independent Directors held a separate meeting on 31st March 2026. The details are disclosed in the Corporate Governance Report.

15. Committees of the Board

The composition, terms of reference, meetings held and attendance of members of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and other applicable committees are disclosed in the Corporate Governance Report forming part of this Annual Report.

The Company has also constituted an Internal Committee under the applicable law relating to prevention of sexual harassment at the workplace.

 

16. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company during the relevant period: Mr. Ajit G. Nambiar, Chairman & Managing Director, Mrs. Karuna Balu,Chief Financial Officer, Mrs. Divya Bhardwaj, Company Secretary & Compliance Officer

 

17. Auditors

a. Statutory Auditor

M/s. MKUK & Associates, Chartered Accountants, have been the Statutory Auditors of the Company since FY 2022-23 and continue to hold office for the applicable term, subject to the provisions of the Companies Act, 2013.

The Board has considered the Statutory Auditors Report on the financial statements for FY 2025-26. The qualifications and observations contained therein, including the matter relating to the outstanding redeemable preference shares and the going-concern matter relating to the subsidiary, are addressed in the Addendum to this Boards Report.

 

b. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, the Company has obtained the Secretarial Audit Report in Form MR-3 from a Company Secretary in Practice. The Secretarial Audit Report forms part of this Annual Report.

The Board has considered the qualifications/ observations/ adverse remarks, if any, made by the Secretarial Auditor and has provided explanations thereto in the Addendum to this Boards Report.

The Board has approved the appointment of Madhwesh Prathap and Associates as Secretarial Auditor for a period of five consecutive financial years from FY 2025-26 to FY 2029-30.

 

c. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 and the applicable Rules, M/s. T Velupillai & Co., Chartered Accountants, have been re-appointed as Internal Auditors of the Company. The Internal Audit function operates under the oversight of the Audit Committee.

 

d. Cost Records and Audit

The applicability of cost records and cost audit requirements has been assessed under Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. Based on the information provided, cost audit is not applicable to the Company for FY 2025-26; however, applicable cost records are maintained.

 

18. Change in the Nature of Business, if any

There was no material change in the nature of the business of the

Company during FY 2025-26

 

19. Significant and Material Orders

During the year, and in relation to matters continuing thereafter, the Company was involved in legal proceedings including proceedings before the Honble High Court of Delhi, the Honble Supreme Court of India and the Debt Recovery Tribunal. The material facts and present status of such matters are disclosed in the financial statements and other applicable sections of the Annual Report.

In one matter, an unsecured claimant obtained an order against the Company from the Division Bench of the Honble High Court of Delhi. The Special Leave Petition filed before the Honble Supreme Court was dismissed on 4th December 2025 and the subsequent review petition was also dismissed. The unsecured creditor has initiated execution proceedings and the Company has filed objections. The status of the DRT/ARCIL matter is disclosed in the financial statements.

The Board has considered the legal advice available to the Company and the corresponding contingent liabilities/ commitments disclosed in the financial statements

 

Internal Financial Control

The Company has adequate internal financial controls with reference to the financial statements and such controls are designed to operate effectively, subject to the matters disclosed in the Statutory Auditors Report, if any.

The internal audit plan is approved by the Audit Committee and covers evaluation of internal controls, processes, policies, accounting procedures and compliance with applicable laws and regulations. Significant observations and corrective actions are

placed before the Audit Committee periodically.

 

21. Reporting of Frauds

There was no instance of fraud during FY 2025-26 that was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013, based on the information and representations received by the Board.

 

22. Risk Management

The Company has a risk management framework for identifying, assessing, monitoring and mitigating risks affecting its business objectives. Key risks and mitigation measures are reviewed by the appropriate management forums, the Risk Management Committee and the Board, as applicable.

The Companys internal control and risk-management systems are periodically reviewed and strengthened in light of business, operational, financial, legal and regulatory developments.

 

23. Corporate Social Responsibility (CSR)

The applicability of Section 135 of the Companies Act, 2013 for FY 2025-26 has been assessed based on the statutory thresholds and the Companys financial information. Based on the Financials, the Company incurred loss for the previous year and did not meet the threshold conditions for applicability of Section 135(1) for FY 2025-26 and, accordingly, no CSR obligation/expenditure was required for the year.

 

24. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy to provide a framework for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, violation of the Code of Conduct, financial reporting concerns, misuse of assets, abuse of authority and other matters. The mechanism provides safeguards against victimisation and provides access to the Chairperson of the Audit Committee in accordance with applicable law.

The policy is available on the Companys website.

 

25. Loans, Guarantees or Investments

Particulars of loans- The Company has borrowed 96 crores from a Promoter group company during the year to meet the urgent fund requirements for its operations.

 

26. Related Party Transactions

Particulars of contracts or arrangements with related parties entered into during FY 2025-26, to the extent covered by Section 188 of the Companies Act, 2013, are disclosed in Form AOC-2 forming part of this Annual Report. The financial statements contain the applicable related-party disclosures under the relevant accounting standards.

 

27. Disclosures on Remuneration

The disclosures relating to remuneration of Directors, KMP and employees required under Section 197(12) of the Companies Act, 2013 read with the applicable Rules are annexed to this Boards Report.

 

28. Corporate Governance

The Company is committed to maintaining high standards of corporate governance and has complied with the applicable provisions of Chapter IV and Schedule V of the SEBI (LODR) Regulations, 2015, subject to the disclosures and qualifications, if any, contained in the Corporate Governance Report.

A separate Corporate Governance Report and the certificate from a practising Chartered Accountants firm, forms part of this Annual Report. The Managing Director and Chief Financial Officer have furnished the certificate required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015.

 

29. Prevention of Sexual Harassment at Workplace

The Company has a policy for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the applicable law and has constituted an Internal Committee.

During FY 2025-26, no complaint relating to sexual harassment was received by the Company. Accordingly, no meeting of the Internal Committee was required to be held during the year. The Company continues to maintain appropriate mechanisms for receiving and addressing complaints.

 

30. Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has, however, availed inter-corporate borrowing from one of its Promotor Companies which is exempt from the definition of "deposit" pursuant to Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

 

31. Annual Return

The Annual Return of the Company in the prescribed form is available on the Companys website under the Investor Relations section.

 

32. Safety, Health and Environment

The Company continues to maintain appropriate safety, health and environmental measures at its manufacturing facilities. Safety committees and other internal mechanisms are in place, and applicable consents/permissions from the relevant authorities are maintained. The Company continues to take measures relating to workplace safety, pollution control, fire protection and employee training.

 

33. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the

Directors state that:

a) In the preparation of the annual accounts for FY 2025-26, the applicable accounting standards have been followed and there are no material departures, except as disclosed in the notes to the financial statements;

·b) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year;

·c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

·d) The annual accounts have been prepared on a going concern basis, subject to the matters disclosed in the financial statements and the Statutory Auditors Report;

·e) Internal financial controls have been laid down and such internal financial controls are adequate and operating effectively, subject to the matters disclosed by the Statutory Auditor, if any; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, subject to the matters disclosed in the Secretarial Audit Report and other statutory reports.

 

34. Conservation of Energy, Technology, Absorption and

Foreign Exchange

a) Conservation of Energy

The Company continues to explore measures for conservation of energy and efficient use of resources, including water and waste recycling, solder-fume control and power-factor improvement. No significant capital investment was made in energy-conservation equipment during FY 2025-26 due to working-capital constraints..

b) Technology Absorption

The Company operates in a technology-intensive sector and continues to closely monitor developments and advancements in electronics technology. During FY 2025-26, the Company leveraged technology to improve operational efficiencies and reduce lead times to customers.

Due to financial and manpower constraints, investments in research and development activities remained limited during the year. The Company remains committed to strengthening its technology capabilities and product development initiatives and intends to enhance such efforts progressively, as resources permit.

c) Foreign Exchange Earnings and Outgo

Foreign exchange earnings during FY 2025-26 were Nil and foreign exchange outgo was 3,241.42 lakh, based on the information provided and subject to reconciliation with the audited financial statements.

 

35. MD & CFO Certification

The Managing Director and Chief Financial Officer have furnished the certification required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015. The certificate was placed before the Board at its meeting held on 28th May 2026 and forms part of the Corporate Governance Report.

36. Secretarial Standards

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government, subject to any specific observations contained in the Secretarial Audit Report.

 

37. Listing with Stock Exchanges

The equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. The Company has paid the applicable annual listing fees for FY 2026-27.

 

38. Directors’ & Officers’ Liability Insurance

The Company has Directors and Officers Liability Insurance with coverage approved by the Board and, based on the information provided, the policy complies with the applicable requirement under Regulation 25(10) of the SEBI (LODR) Regulations, 2015.

 

39. Management Discussion & Analysis

In accordance with Regulation 34(2) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate Management Discussion and Analysis Report forms part of this Annual Report. The MD&A covers the applicable industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal control systems, financial and operational performance, human resources and industrial relations, and other applicable disclosures.

 

40. Customer Grievances

The Company has mechanisms for receiving and addressing customer grievances and continues to endeavour to resolve complaints promptly and Fairly.

 

41. Maternity Benefit

The Company complies with the applicable provisions of the Maternity Benefit Act, 1961 and the rules thereunder. Appropriate internal policies and systems are maintained for eligible employees.

 

42. IBC Proceedings

During 2026, an application under the Insolvency and Bankruptcy Code, 2016 was filed before the NCLT, Kochi in CP(IBC)/10/KOB/2026 by Morgan Securities and Credits Private Limited. The application was dismissed on 8th July 2026. Based on the information available to the Board, there were no insolvency proceedings pending against the Company as at the date of this Boards Report.

The above matter is disclosed as a post-financial-year event other the dismissal occurred after 31st March 2026. The final disclosure shall be reconciled with the financial statements and all applicable SEBI disclosures.

 

43. One-time Settlement / Valuation

During FY 2025-26, there was no one-tme settlement of loansi taken from banks or financial institutions and, accordingly, no disclosure relating to the difference between the valuation amount at the time of one-time settlement and the valuation while availing the loan is required.

 

44. Other Statutory Disclosures

During FY 2025-26

1. No equity shares with differential rights as to dividend, voting or otherwise were issued;

2. No sweat equity shares were issued;

3. No shares were purchased by employees or trustees for the benefit of employees under a scheme covered by the applicable provisions;

4. There was no one-time settlement of loans with banks or

financial institutions; and

5. No remuneration or commission was received by the Managing Director from any subsidiary of the Company, based on the information provided.

The disclosure relating to IBC proceedings is dealt with separately above because a proceeding was initiated and subsequently dismissed after the financial year-end.

 

45. Acknowledgements

The Board places on record its appreciation for the continued support, commitment and hard work of the employees at all levels and acknowledges the cooperation received from dealers, suppliers, customers, banks, government departments, financial institutions, channel partners and shareholders.

 

46. Addendum To Boards Report - Explanations to Audit

qualifications/Observations

Secretarial Auditor Annual Performance Report with RBI

The Companys overseas joint venture, Kleer Industries Inc., USA,

has remained inoperative for a long period.

The Company is in the process of closing the joint venture and completing the requisite regulatory formalities, including the applicable filing/application with the Reserve Bank of India. The Company will complete the process in accordance with applicable law and regulatory requirements.

a) Delay/Non filing of MGT 14 for Boards Report adopted in August 12,2025 and appointment of CS for 2024-25:This was missed out inadvertently by the company. .However, currently it has been filed and updated.

b) Disclosure on Related Party Transaction : Since the transactions are at arms length, it is not mandatory to disclose these in form AOC 2. However, the Company has disclosed as a better Corporate Governance for FY 2025-26.

 

Statutory Auditor Standalone Financial Statements

The Statutory Auditor has qualified the standalone financial statements in relation to the non-redemption of preference shares amounting to 16,958.68 lakh which became due for redemption in August 2019.

Management Response: The preference shares became due for redemption in accordance with the terms on which they were issued and remain outstanding. The Company is evaluating permissible methods for redemption, including redemption out of profits otherwise available for dividend or through a fresh issue of preference shares, in accordance with Section 55 of the Companies Act, 2013, the terms of issue, applicable SEBI requirements and requisite approvals. The Company is engaging with the preference shareholders and is pursuing an appropriate lawful resolution.

Statutory Auditor Consolidated Financial Statements

The Statutory Auditor has drawn attention to the going-concern

assessment of BPL Power Projects (AP) Private Limited.

Management Response: The subsidiary has not commenced commercial operations. The management has considered the underlying assets and other relevant factors and is of the view that the subsidiary continues to be a going concern. The assessment remains subject to the matters and uncertainties disclosed in the consolidated financial statements. The Company has made an application to Government of Telangana seeking change in usage of land from Thermal to Solar/Renewable energy

 

47. Board Approval

The Boards Report was considered and approved by the Board of

Directors at its meeting held on 31st August 2026.

	Ajit Gopal Nambiar
31st August, 2026	Chairman & Managing Director
Bangalore	DIN: 00228857

 

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