BPL Ltd Directors Report

Management Discussion & Analysis

The consolidated turnover for FY 2024-25 isRs13,696.48 lakhs, while Earnings Before Interest, Depreciation, Tax, and Amortization (EBIDTA) stood atRs7,076.11 lakhs.

Our core business segments have shown encouraging resilience and growth. Our Brand Licensing Fee increased toRs2,465.75 lakhs, reflecting the enduring strength and recognition of the BPL brand. Furthermore, our Printed Circuit Board (PCB) revenue saw a healthy increase to Rs5,370.11 lakhs demonstrating the success of our investments in a world-class new double-side PCB production line including a Class 100k clean room, catering to global customers. The Company maintained a healthy Balance Sheet, with prudent leverage and strong liquidity, enabling continued investment in strategic priorities. Capital Expenditure during the year was Rs520 lakhs, directed towards capacity enhancement, digital transformation and product innovation.

Business Segment Review 2024 -25

Printed Circuit Board Business:

BPL Limiteds Printed Circuit Board (PCB) business underwent a significant strategic transformation during the financial year 2024-25. The company made substantial investments in enhancing its manufacturing capabilities and successfully implemented the Double Side PCB manufacturing facility and secured pivotal partnerships with several multinational companies for supply of PCBs. These initiatives position BPL to capitalize on the robust growth within the broader Indian PCB market, which is experiencing accelerated demand from critical electronic sectors and benefiting from strong governmental support.

Key industry certifications - include IS0 9001:2015, ISO 14001:2015, IATF 16949:2016, UL (Underwriters Laboratory) and MACE (Maruti Centre for Excellence). The IATF, MACE certifications are mandatory requirement for supplying PCBs to the automotive electronics industry and ISO 14001 2015 ISO 14001 helps companies enhance their environmental performance by encouraging them to identify and reduce their environmental impacts. This often leads to significant cost savings, reduce energy consumption by implementing more efficient processes and equipment and minimizing waste generation through better management and recycling programs.

BPLs Double Side PCB facility is a strategic shift into supplying PCBs to higher value product segments such as Power Management, Automotive, Telecom, Electric Vehicle Systems. By moving into more complex PCB manufacturing, BPL has upgraded its capabilities to meet the demands of sophisticated modern electronics, aligning perfectly with the governments goal of fostering a self-reliant, high-tech manufacturing base. The tighter integration of design and manufacturing processes, potentially leading to optimized PCB solutions provides a competitive edge over the other PCB manufacturers. The seamless integration between the PCB and customers product development teams offering value added services resulting in highly optimized, cost-efficient PCB designs thereby delivering a clear competitive edge over other PCB manufacturers.

Indian PCB Market Size and Growth Projections

The Indian PCB market was valued at approximately USD 5.43 billion in 2024. Projections indicate robust expansion, with Compound Annual Growth Rates (CAGR) ranging 8% during the forecast period of 2025-2033. This trajectory is expected to elevate the market size to USD 12.14 billion by 2034, underscoring a significant expansion opportunity for industry participants. (FMRI Report)

The robust CAGR for the Indian PCB market signifies not merely a quantitative expansion but a qualitative shift. The growth is specifically driven by diversified, high-growth application sectors such as Electric Vehicles (EVs), Internet of Things (loT), 5G technology, and advanced medical devices, moving beyond traditional, simpler consumer electronics. This necessitates a corresponding shift towards more complex, higher-value PCB types like multilayer, High-Density Interconnect (HDI), and rigid-flex designs, indicating a maturation of demand within the Indian market. For companies like BPL to truly capitalize on this market growth, they must not only increase production volume but also upgrade their technological capabilities to produce these higher-value, more complex PCBs. The market is evolving, and generic PCB manufacturing will not suffice; specialization and advanced capabilities are becoming critical for competitive advantage.

The increasing research and development (R&D) spending in India reflects a strong commitment to innovation and technological advancement This trend underscores a growing emphasis on developing advanced electronic components, including PCBs. As industries invest in R&D, they are likely to enhance the design, manufacturing processes, and applications of PCBs, aligning with market demands for high performance to foster competitive advantages and drive growth in the India PCB market.

Key Growth Drivers

The markets expansion is primarily fuelled by a surge in demand across various sectors. This includes consumer electronics, particularly smartphones, laptops, cameras, and tablets. The rapid electrification of vehicles and the integration of advanced driver-assistance systems (ADAS) in the automotive industry are also significant drivers. Furthermore, the increasing adoption of Internet of Things (loT) devices, 5G technology, and Artificial Intelligence (Al) contributes substantially to the demand. Growth is also supported by the expansion of industrial electronics, medical devices, and telecommunication sectors.

Technological Trends

Indian PCB manufacturers are increasingly investing in advanced capabilities-including multilayer configurations beyond six layers, High- Density Interconnect (HDI), and rigid-flex technologies-to cater to the growing demands of high-end applications. The development of higher power PCBs, capable of operating at 48V or higher, is gaining traction, largely driven by the increasing adoption of solar energy and energy management systems in various applications.

BPLs conscious expansion into double-side PCB production and its achievement of IATF certification directly address the evolving demands of the Indian PCB market. This strategic move positions BPL to capture demand from rapidly growing and higher-value sectors such as electric vehicles, advanced consumer electronics (like tablets), and loT devices, effectively moving up the value chain from simpler, single-sided PCBs. By producing more advanced PCB types and securing critical certifications, BPL is strategically aligning itself with the most dynamic and profitable segments of the I ndian electronics market. This move allows BPL to serve a wider range of sophisticated clients and potentially command higher margins, enhancing its long-term competitiveness and market relevance.

Strategic Positioning and Outlook

BPL Limiteds PCB business is strategically positioned to leverage the burgeoning opportunities within the Indian electronics manufacturing sector, despite some short-term financial pressures. BPLs proactive investments in advanced PCB manufacturing capabilities demonstrate a strong alignment with the Indian governments "Make in India" initiative. This strategic positioning establishes BPL as a key contributor to Indias burgeoning electronics manufacturing ecosystem, potentially benefiting from sustained governmental support and preferential sourcing. This goes beyond simple compliance with policies; BPL is strategically positioning itself to be a key enabler of Indias electronics manufacturing ambitions. This could translate into a competitive advantage, where government support, combined with proven capability, creates a virtuous cycle of increased demand, further investment, and eventual market dominance in specialized PCB areas. The status of a "preferred domestic supplier" could provide a significant advantage over competitors, especially foreign ones.

Opportunities for Growth

The rapidly expanding Indian PCB market, projected to grow at a CAGR of 8%, presents substantial opportunities for BPL. Specific high- growth application areas that BPL is now better equipped to serve include advanced consumer electronics (especially smartphones and tablets), the burgeoning automotive sector (Electric Vehicles and ADAS), and the proliferation of loT devices and 5G infrastructure. The

increasing demand for advanced PCB types such as multilayer, HDI, and rigid-flex designs, which BPLs upgraded facilities can now produce, further enhances its ability to address the double side PCB market segment. Moreover, the national push for localization of supply chains creates a favourable environment for domestic manufacturers like BPL to gain market share previously held by imports.

The Company deepened its engagement with OEM clients, offering integrated manufacturing solutions and value-added services. The Company has capabilities to offer CAD, Design Rule Check and Design for manufacturing for Printed Circuit Boards.

In conclusion, BPL Limiteds Printed Circuit Board business is undergoing a significant transformative phase, as evidenced by its strategic investments in advanced manufacturing capabilities and the establishment of key partnerships during the financial year 2024-25. The segment is poised to benefit from the strong tailwinds of a rapidly growing Indian PCB market, which is driven by increasing demand across diverse applications such as consumer electronics, electric vehicles, and loT devices, further bolstered by supportive government policies like the PLI schemes.

Brand Licensing

The Company has entered its fifth year of brand licensing collaboration with Reliance Retail for consumer electronics and durables. Reliance operates Indias largest consumer electronics retail chain with a network of over 8,000 outlets across the country. This partnership continues to strengthen our market presence and brand visibility through Reliance Retails expansive footprint and customer-centric approach. Over the years, Reliance Retail has built enduring relationships with millions of consumers by offering an extensive product range, compelling value propositions, superior quality standards, and a consistently exceptional shopping experience. The alliance remains a key pillar in our retail strategy, contributing meaningfully to brand equity and consumer engagement.

The Consumer Electronics & Durables segment witnessed stable demand, particularly in rural markets. Product refreshes and targeted marketing campaigns helped sustain volumes despite urban consumption moderation. BPL continued to strengthen its distribution network and enhance customer engagement through digital platforms. It ranks among the top five Indian brands in LED Televisions. It has leveraged the Make in India sentiment especially in Tier 2 and Tier 3 cities with feature-rich, cost-effective consumer electronics & durables.

Industry Highlights

The consumer electronics & durables industry in India is projected to experience an 11-12% revenue growth in the year 2025-26. This positive outlook is attributed to multiple factors, primary amongst them is Increased financing options: The growing availability of consumer durable financing, including no-cost EMIs, credit card loans, and buy-now-pay-later schemes, is making premium products more accessible to a broader consumer base. Rising consumer aspirations and changing lifestyles is also driving demand for higher-end products, contributing to overall revenue growth.

Strong sales of cooling products during intense summer seasons and increased housing activity are expected to support overall volumes.

Our partner Reliance Retail has gained market penetration through store expansion and product diversification.

LED Televisions have shown steady growth over the last 5 years, however, the pace of growth has slowed down slightly. Refrigerators have also grown from previous fiscal. Direct cool range of refrigerators has sold more than Side-by-side refrigerators.

Highlights of BPL Brand license business for the fiscal year 2024-25

Air conditioners are a growing segment for BPL. We have seen healthy expansion in product range and revenue growth in the retail air conditioners. Washing machine has shown year-on-year growth, Semi-automatic washing machine is leading in number of units sold ahead of fully automatic front load washing machines. Integrated kitchen, kitchen care and personal care product were introduced in this fiscal Year.

Growth with a Difference

At BPL, "Growth with a Difference" signifies our commitment to not just expanding our financial footprint, but also to fostering innovation, enhancing technological capabilities, and contributing positively to society. We are building on our legacy of trust and quality, leveraging our strengths in manufacturing and brand recognition to forge a path of resilient and responsible growth. Our aim is to create long-term value by pursuing opportunities that align with our core competencies and future-oriented vision.

• Strengthen our PCB Manufacturing capabilities: We will continue to invest in and expand our PCB manufacturing capabilities, leveraging our advanced infrastructure to serve a wider range of clients and applications.

• Monetize our brand: The BPL brand holds significant value and recall. We will explore further avenues for brand licensing and strategic partnerships to unlock its full potential.

• Enhance governance: Our focus on robust corporate governance will remain paramount, fostering trust and long-term value creation for all stakeholders.

• Embrace innovation: We will continue to explore opportunities in emerging technologies and adapt our product offerings to meet evolving market demands, particularly in areas where our expertise in electronics can provide a competitive edge.

Recognizing the imperative to stay ahead of emerging technological trends, your company has adopted Artificial Intelligence (Al) as a catalyst for enhanced efficiency, accelerated decision-making, and rapid innovation-securing a distinct competitive advantage in the marketplace.

Strategic Al Integration for Business Transformation

Your company is actively leveraging Artificial Intelligence to streamline operations, enhance decision-making, and improve overall productivity. Key initiatives include:

1. Automation of RoutineTasks

Content Generation: Al tools are used in drafting emails, marketing copy, and presentations, saving time across departments. HRAutomation:AI has simplified onboarding, resume screening, benefits management, and performance reviews

2. Data-Driven Decision Making

Supply Chain Optimization: Predictive analytics improve inventory management, demand forecasting, and workflow efficiency.

3. Operational Efficiency a Resource Management

Predictive Maintenance: Analysis of sensor data to anticipate equipment failures, reducing downtime and maintenance costs.

4. Quality Control in Manufacturing

Al-powered systems to detect defects and enhance quality assurance, leading to more consistent and optimized production.

Our Future

Smart Energy Systems

As we look to the future, our company is poised to embark on an exciting and transformative journey into the rapidly evolving world of energy management. We are thrilled to announce our strategic vision to develop and offer comprehensive Smart Energy Systems.

This strategic direction is a natural evolution for our company, aligning with global trends towards sustainable energy, grid resilience, and optimized power consumption. Why Smart Energy SystemRs

Growing Market Demand: Industries, businesses, and even residential sectors are increasingly seeking a reliable source of continuous power and intelligent ways to manage their energy consumption, reduce costs, and minimize their carbon footprint.

Technological Advancement: Technologies in energy management have matured significantly, offering unparalleled advantages in terms of energy density, efficiency, cycle life, and decreasing costs, making it the ideal choice for reliable and scalable backup power.

Sustainability and Resilience: The companys smart energy system will empower its customers to reduce their reliance on traditional, less sustainable power sources, while simultaneously providing robust backup in the face of power outages, ensuring business continuity and critical operations.

Unlocking New Opportunities: This venture opens new avenues for growth and innovation, allowing us to serve a broader customer base and contribute meaningfully to a more sustainable energy future.

Unified Communication Systems:

BPL will advance its product development initiatives in unified communication systems and next-generation digital Feature Phones.

Risk Management

BPL maintains a robust risk management framework to identify, assess, and mitigate risks across operational, financial, and strategic domains. The Risk Management Committee periodically reviews emerging risks and ensures appropriate controls are in place.

The Company remains committed to proactive risk governance, ensuring business continuity and stakeholder confidence.

Occupational Health, Safety, and Environmental Stewardship

The Company places the highest priority on the health and well-being of its employees. In line with its commitment to operational excellence and responsible governance, BPL has implemented robust safety protocols across all facilities. These measures include strict compliance with statutory health and safety regulations, regular training and capacity-building programs, and continued investment in advanced safety infrastructure.

BPLs ISO 14001:2015 certification reflects its sustained focus on environmental management and workplace safety. The Company views a secure and healthy working environment as integral to enhancing productivity, fostering innovation, and supporting the long-term welfare of its workforce.

Giving Back to Society

Driven by a strong sense of corporate responsibility, BPL remains deeply committed to giving back to society. Its ethos is reflected in a range of impactful CSR initiatives spanning education, community development, and environmental sustainability. These efforts are designed to foster meaningful change in the communities it serves, underscoring BPLs belief in inclusive and equitable growth.

Corporate Social Responsibility (CSR)

BPL Limited believes in inclusive growth and is committed to making a positive impact on society through its CSR initiatives. The Companys CSR policy aligns with Schedule VII of the Companies Act, 2013 and focuses on education, healthcare, environment, and community development.

Key CSR Initiatives in FY 2024-25

The Company spent Rs.22.80 lakhs on CSR activities during the year, in line with statutory requirements and its commitment to social responsibility. BPL continues to engage with local communities and NGOs such as Charlies Animal Rescue Centre (CARE) & Cherysh Trust to scale impact and foster sustainable development.

Governance and Ethics

BPL remains steadfast in its commitment to exemplary governance and ethical standards. A comprehensive framework underpins transparency, accountability, and integrity across all operations. Policies on Materiality, Related Party Transactions and the Code of Conduct are routinely reviewed and updated to align with evolving best practices and regulatory mandates. This governance architecture is purpose- built to safeguard stakeholder interests and drive sustainable value creation.

Boards Report

Summary of Financial Performance

The financial statements of the Company for the year ended March 31st 2025 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- 110and the obligations of a listed company stipulated by The Securities Exchange Board of India, under the Listing Obligations and Regulations, 2015.

For the financial Year 2024-25, your company posted a gross revenues of T13,674.31 lakhs. It has also been a turn around year for BPL wherein it has registered a profit after tax of T40.77 lakhs.

Operating Results and Profits

Consolidated revenue of the Company from operations was f7,835.86 lakhs in FY 2024-25, which was 18% higher than the consolidated revenue ofRs6,642.55 lakhs in FY2023 - 24.

The consolidated operational EBITDA margin was at 25.15 % in FY 2024-25 as compared to 24.33% in FY 2023-24. EBIT margin stood at 24.57% in FY 2024-25 as compared to 22.56% for FY 2023-24.

Consolidated Profitforthe year before tax stood atRs6,631.51 lakhsin FY 2024-25 as compared to Rs1,687.04 lakhs in FY2023-24.

The free cashflow (auto) reflects an inflow of T887.42 lakhsin FY2024-25 as compared to the inflow of T681.99 lakhsin FY2023-24. Your companys financial performance for the year under review, is summarized below:

(Rs in lakhs)H

Particulars	Standalone Year ended		Consolidated Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Net Sales and other income	13,674.31	7,160.63	13,696.48	7,193.89
Total operating Expenses	7,011.45	5,468.54	7,064.97	5,506.85
Profit / (Loss) before Tax	6,662.86	1,692.09	6,631.51	1,687.04
Non-operating Expenses/ non recurring expenses	6,614.43	-	6,614.43	-
Deferred Tax charge /(Credit)	7.66	346.22	7.66	346.22
Profit after Tax	40.77	1,345.87	9.42	1,340.82
Other Comprehensive Income	(26.59)	11.56	(26.59)	11.56
EPS - Basic	0.03	2.77	(0.04)	2.76
- Diluted	0.03	2.77	(0.04)	2.76

Bharat Energy Ventures Private Limited (BEVPL) and Ramagundam Power Generation Private Limited ( formerly BPL Power Projects (AP) Private Limited (BPPL) continued to be the subsidiaries of your company. There were no major revenue / expenses from these for the period under review.

Dividend

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

Subsidiary / Joint Ventures /Associate Companies

Bharat Energy Ventures Private Limited (BEVPL) is a subsidiary of your company as your company holds more than 75% of the equity capital of BEVPL. Ramagundam Power Generation Private Limited (RPGPL) (formerly BPL Power Projects (AP) Private Limited (BPPL) is an indirect subsidiary of your company, since it is a subsidiary of BEVPL. Your company has no associate companies. (ReferAnnexure-1).

The companys erstwhile joint venture namely- Kleer Industries Inc. USA, is in the process of being closed.

The audited accounts of BEVPL and RPGPL were 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 2024-25, the Independent Directors have conducted a meeting on 26th March, 2025. Performance evaluation criteria as per the policy is available at the web link: http://www.bpUimited.com/investorrelations/policies/policy- on-boardvaluation.pdf.valuation.pdf.

Share Capital

The paid-up Equity Share Capital of the Company as on 31st March, 2025 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 are convertible into equity shares of the company.

The paid-up Preference Share Capital of the Company as on 31st March 2025 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 by way of issue of fresh preference shares in lieu of existing shares post obtaining requisite approvals as per Section 55 of Companies Act, 2013. The said process is being undertaken by the company.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014arenot applicable to thecompany since no Equity Shares have been issued by the Company with differential voting rights during the Financial Year 2024-25.

Transfer To Reserves

During the year under review, the company has transferred Rs40.77 lakhs, being Profit afterTax, to 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.

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 during 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. Subject to SEBI (Listing & Disclosure Obligations and Disclosure Requirements) Regulation, 2015.

d. Good corporate practices.

Emphasis is given in 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. AH Directors have vast knowledge and experience in their relevant fields and the company has benefited immensely by their presence on the Board.

SkiU/expertise/competence of the board of directors required in the context of business of the company are mentioned in the Corporate Governance Report which forms part this Annual Report.

a. Changes in directors and Key Managerial Personnel (KMP) during the FY 2024-25

Induction

The Board, at its meeting held on August 12, 2024, appointed Ms. Divya Bhardwaj as Company Secretary & Compliance Officer and KMP of the Company effective from that date.

Re-appointment Retirement by rotation

Pursuant to the provisions of the Act, Mr. Ajit Gopal Nambiar, who is an Executive Director and who is liable to retire at the forthcoming Annual General Meeting, is eligible and has offered himself for re-appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.

Retirement and resignation

During the year, Mrs. Deepika N Bhandiwad, resigned as Company Secretary & Compliance Officer of the Company on

16th July, 2024. Other than this, there are no retirement or resignations in Directors and KMP.

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.

Declaration of Independence by the Independent Directors

The Company has three independent directors as on 31st March, 2025. 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, 2025 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 28th May, 2025.

d. 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 thewebsitewww.bpHimited.com

e. 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 and Listing Regulations, is given in the Report on Corporate Governance, forming part of this Integrated Annual Report.

f. Number of Meetings of Board of Directors

The Board of Directors has met five times and Independent Directors once during the Financial Year 2024-25. Details of meetings are available in the Corporate Governance report section, which forms part of the annual report.

g. 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 2024-25 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.

h. Key Managerial Personnel

Mr. Ajit G. Nambiar is the Chairman & Managing Director, Mrs. Karuna Balu, Chief Financial Officer (CFO) and Mrs. Divya Bhardwaj, 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 2022-23 and they continue to be the auditors of the company till the FY 2026-27.

The Board has duly examined the statutory auditors report on the annual accounts for the financial year 2024-25 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 2024-25 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.

The Board has approved appointment of M/s. Madhwesh Prathap and Associates as Secretarial auditors of the company

fora period of five years from FY 2025.-26 to 2029-30, subject to approval of the members at the ensuing Annual General Meeting.

c. Internal Auditor

Pursuant to the provisions of Section 138(1) read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s T VelupiUai & Co, Chartered Accountants, are re-appointed as internal auditors of the company.

d. Cost Auditors

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, relating to Cost Audit is not applicable. However, as required under Rule 5 s cost records are maintained by the Company.

Change in the Nature of Business, if any

There has been no major change in business of the company during the financial year 2024-25.

Significant and Material Orders

During the year under review, an unsecured claimant had obtained an order against the Company from the Division Bench of the Honourable High Court of Delhi, upholding the order of the Single Bench which had confirmed the order of the Sole Arbitrator. A Special Leave Petition (SLP) appealing against the said order has been filed before the Supreme Court, Delhi. The Company, based on the pleadings on record and the opinion of the legal consultants, is hopeful of getting a favourable order on merits. Hence, this has been disclosed under contingent liabilities and commitments.

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.

The Risk Management Committee which was reconstituted by inducting Mr. C K Sabareeshan as a member on 20th December, 2022, meets every quarter to assess & review the potential business risks, its mitigation plans and the implementation process. The Company has engaged a professional risk consultancy firm who are export in assessing potential risks and suggesting best action plan to mitigate it in respect of Companys business areas.

Corporate Social Responsibility (CSR)

Pursuant to the provisions 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.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out

in Annexure - 4 of this Report. The CSR Policy is available on Companys website at URL: www.bpllimited.com

The format on the same is provided in Corporate Governance report separately.

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 behaviour, 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 (ReferAnnexure - 2).

Particulars of Directors, KMP and Employees

The disclosure 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, on remuneration related information of employees, Key Managerial Personnel and Directors are annexed herewith and forms part of the report.

Corporate Governance

Your Company follows 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 a 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 regarding 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. AH 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.

Deposits

During the financial year under review, the company did not accept deposits covered under chapterV 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.bpHimited.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.

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 otherirregularities.

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 the 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 Rs1983.65 lakhs and foreign exchange earning was nil.

MD & CFO Certification

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, a certificate from the Managing Director and CFO for the year under review, was placed before the Board of Directors of the company at its meeting held on 28th May 2025.

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

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 2025-26 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.

Customer Grievances

The company has a dedicated customer grievances cell for receiving andhandling customer complaints/grievances and to ensure that the customers are always treated in a fair and unbiased way. AH grievances raised by the customers are dealt with courtesy and redressed expeditiously.

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity BenefitAct, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. AH eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letterofthe legislation.

Details of Applications made or Proceedings pending under IBC,2016.

During the year under review ,there were no applications made or proceedings pending in the name of company under Insolvency Bankruptcy Code,2016.

Details of difference between valuation amount on One Time Settlement and valuation while availing loan from Banks and Financial Institutions

During the year under review, there has been no One Time Settlement of loans taken from Banks and Financial Institutions.

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 and 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. 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 & on behalf of the Board of Directors

13th August, 2025	Ajit Gopal Nambiar Chairman & Managing Director
Bangalore	DIN: 00228857