The Board of Directors of BPL Limited, with its Registered Office at BPL Works, Chandranagar, Palakkad, Kerala, India hereby submit the Annual Report and Consolidated Financial Statement for the year 2023-24.

Overall Outlook for Indian Electronic Industry
India's electronics sector is on a robust growth trajectory, driven by factors like rising demand, government initiatives and technological advancements

The Indian electronics market is expected to grow by 8.91% from 2024 to 2029, resulting in a market volume of US$16.98 billion in 2029.

In the fiscal year 2023-24, the Indian government made several significant policy decisions to boost the electronic sector.

Here are the key highlights:
Budget Allocation for Electronics and IT:

The budget for 2023-24 allocated ?16,549 crore for the Ministry of Electronics and Information Technology (MeitY), which is nearly 40% higher than the previous year's allocation of ?14,300 crore.

Production-Linked Incentive (PLI) Scheme
The government allocated ?4,499 crore for the PLI scheme for large-scale electronics manufacturing. The PLI scheme incentivizes incremental sales of goods manufactured in India, promoting domestic production and reducing reliance on imports.

Atma Nirbhar Bharat Abhiyan:
A mission to promote Indian goods in the global supply chain markets and help the country achieve self-reliance continues to support Indian manufacturing.

Remedies to Domestic Manufacturing through Changes in custom duty and antidumping duty
The DGTR (Directorate General of Trade Remedies) suggested a five-year anti-dumping duty on

Printed Circuit Boards (PCBs) imports from China and Hong Kong to protect the domestic industry from low cost imports which is injurious to the domestic PCB industry. The Government of India has also supported the Indian Industry by making relevant and timely changes to the custom tariff for imports ofvarious electronics goods.

In a nutshell, India is poised to enter a new era of growth and economic surplus driven by the increased focus on electronics segment.

GDP Growth:
The Indian Economy grew at 8.2% in the last fiscal 2023-24 and the projected growth in 2024-25 is at 7.2%. India is expected to grow by 7.2% in the current fiscal year, stronger than earlier expected growth rates, with its central bank opting for just a one-quarter-point rate cut in that period, Fitch Ratings said in its quarterly Global Economic Outlook (GEO) report published on 18thjune 2024.

Growth story of the Indian consumer electronic market in the fiscal year 2023-24

Consumer Electronics Market:

Market Projections:

The India consumer electronics market size was valued at USD 73.73 billion in

In 2024, the revenue in the

2022. It is projected to grow at a compound annual growth rate (CAGR) of 6.8%

Consumer Electronics market

from 2023 to 2030.

in India is estimated to be INR

India offers a global opportunity for short to medium-term growth in consumer electronics spending due to minimal penetration rates compared to other emerging markets. Factors driving growth include increased demand from households, changing life- styles, easier access to credit, and rising disposable incomes.

84 billion. The market is projected to grow annually by 6.8%, representing a compound annual growth rate (CAGR) for the period of 2024-2028.

Operations
BPL is a leading manufacturer of Printed Circuit Boards and a leading Consumer Electronics, Durables and Telecom brand in India with over 5 decades ofpresence.

Printed Circuit Boards (PCB)
The PCB is an important and complex component of any electronic product. The business strives to provide defect-free printed circuit boards at the right time, produced in a sustainable manner and at A competitive cost. To ensure compliance with its high standards of technical expertise, product quality & precision delivery, the organization has established regular monitoring processes.

Consumer Electronics
BPL branded consumer electronics and durables have exhibited tremendous resilience in a highly competitive market dominated by international brands. Itistheonly Indian brand to have grown across all product categories and in sales numbers over the years. With the support of a strong sales and marketing arm of Reliance Retail, BPL products are currently sold across all Metros and Tier 2 and 3 cities.

Operating Segments
Printed Circuit Board (PCB)
BPL's operations in the PCB division can be classified into Single side, Double side and Multi-layer. Single sided and double sided PCBs are manufactured completely inhouse. BPL caters to the following customer segments high & low volume and prototype customers. BPL caters to the following Customer segments Automotive electronics, Power electronics, LED Lighting, Consumer Electronics, Telecom, Meditech & EV

Consumer Electronics
BPL had initially established itself as a house hold brand name for Televisions and over the years, led the consumer durables market matching all competing brands in quality, delivery, price and customer service. Since its licensing agreement with Reliance Retail in 2020, the growth of BPL in the consumer electronics segment has been encouraging. Today, there are over 220 Stock Keeping Units (SKU) of BPL products that are available covering a wide range of product categories such as LED Televisions, Refrigerators, Washing Machines, Air conditioners, Small Kitchen Appliances, Personal Grooming gadgets, Audios and Speakers, LED Lighting devices, Pans, Geysers and many more. The total number ofBPL products sold in the year 2023-24 stands at over 1.25 crores.

VISION
Create world-class products for our customers with a commitment to improve the quality of life.

MISSION
Produce defect free products at the lowest cost on time every time.

VALUES
Result Orientation, Customer Delight, Quality ofEarnings and Sustainability Organization

Organizational capabilities:Your company's ability to effectively and efficiently achieve set goals, respond to challenges, and adapt to changes in the environment has helped it stay a step ahead of competitors and in step with customers.

1. Leadership and Management: Effective leadership is crucial. Leaders set the tone, inspire teams, and make critical decisions. We believe every employee can become a successful leader and execute that philosophy through extended management development programs and through regular review and feedback mechanism.

2. Culture and Values: Your Organization has employees from diverse origins, gender, age and educational qualifications. Diversity and inclusivity are a practice entrenched in your organization's way of life. Your company has employees from various states working together in the offices and factories. A third of the work force are female employees. A culture of participative decision making, and open and transparent communication helps faster decision-making, and employee engagement. An annualized attrition rate of approximately 9% denotes commitment and dedication to be part of BPL.

3. Technology and Digital Transformation: More than 90% of the employees are technically qualified with an average experience of 15 years in manufacturing having worked in printed circuit board, consumer durables and telecom sectors. This helps in leveraging technology to enhance customer experience, and competitiveness. Digital transformation is about integrating technology into all aspects of the organization, your company achieves this through Customer Relationship Management (CRM) and Enterprise Resource Planning (ERP) platforms.

Committees of the Board:
1. Strategic Project Review Committee (SPRC)
Your company had reconstituted the Strategic Project Review Committee (SPRC) injanuary 2022. The Strategic Project Review Committee is a high-level group composed of some Board members, senior executives and key stakeholders. Their primary role is to advise and provide strategic direction for major projects within the organization.

Charter of SPRC:
Members and Chairman - Mr. Ajit G Nambiar, Chairman, Mrs. Anju Chandrasekhar and Mr. Sabareeshan C K Reporting: The Committee will report to the Board of Directors

Frequency of Meetings: Once a month and when desired by any member of the Committee.

Quorum for the Meeting: Minimum two members Meeting procedures:

1. Notice, Agenda, Reports/Presentations materials for the meeting shall be circulated to the members in advance.

2. The directions, decisions, recommendations and suggestions of the Committee shall be recorded in the form of minutes and signed by the Chairman.

Secretary:
The Company Secretary shall act as the Secretary to the Committee.

Attendees:
Ý Business Head, Factory Head, CFO, Departmental Heads and required team members

Ý Others, as decided by Chairman & Managing Director

Scope and Purpose:
To review strategy and new projects / initiatives proposed by the company.

The committee ensures that projects align with the organization's strategic goals and objectives. It reviews progress, provides guidance, and makes critical decisions regarding the various projects'.

The SPRC has had over 25 reviews since its reconstitution in 2022. Some of the key projects that have been successfully executed under its governance are the new double side PCB line, construction ofNewPlating Shed, commissioning of class 100k clean room, Certifications Maruti Accredited Center for Excellence (MACE) and Internation Automotive Task Force (IATF) certifications, implementation of revised performance review and monitoring system at individual and company level, profit optimization using Northwest Corner Rule, Variance Analysis for raw materials and sales.

Risk Management Committee:
1. Primary Objectives
The Risk Management Committee (RIMCO) is a committee constituted by the Company, accountable to the Board of Directors (or the 'Board') of BPL Limited ('BPL' or'the Company').

The primary responsibilities are to:

- Discuss with senior management, the Company's Enterprise Risk Management (ERM) and provide oversight as maybe needed;

- Ensure it is appraised of the most significant risks along with action the management is taking and how it is ensuring Effective Risk Management (ERM);

- Reviewing risk disclosure statements in any public documents or disclosures.

2. Composition/Committee
The Committee shall comprise of at least three members, two ofwhom shall be independent Directors. The Chairman of the Committee shall be a Director designated by the Board. The Board may nominate senior executives ofthe company as its members.

Committee Members:

Mr. NowrozJCama, Chairman,Mr. AjitGNambiarand Mr. SabareeshanCK

2. Secretary
The Chief Financial Officer (CFO) or Company Secretary may act as Secretary to the Committee.

4. Quorum
The quorum for transacting business at a meeting of the Committee shall be two members or one-third of the members of the Committee; whichever is greater. At least one independent Director should be present at each meeting to constitute the quorum.

5. Meetings
The Committee will normally meet prior to each regularly scheduled quarterly meeting ofthe Board or at such other time as deemed fit by it.

6. Authority
The Committee shall have free access to management and management information. The Committee, at its sole discretion, may seek the advice of outside experts or consultants at the company's expense wherej udged necessary, to discharge its duties and responsibilities.

7. Specific Responsibilities
Ý Review and recommend changes to the RiskManagement Policy and/or associated frameworks, processes and practices ofthe Company.

Ý Be aware and concur with the Company's Risk Appetite including risk levels, if any, set for financial and operational risks.

Ý Ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

Ý Review the Company's portfolio view of risks and considering it against the Company's Risk Appetite.

Ý Being appraised of significant risk exposures of the Company and whether Management is responding to them appropriately.

Ý Co-ordinate its activities with the Audit Committee in instances where there is any overlap with audit activities. For example, internal or external audit issue relating to risk management policy or practice.

Ý The Committee shall have access to any internal information necessary to fulfill its oversight role. The risk management committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

Ý It shall examine the proposals of any Capital Investment exceeding Rs 10 Lakhs (Rupees Ten Lakhs) in the form of additions to the existing Plant & Machinery to increase capacity/productivity and purchase of new Plant and Machinery for new products. The Committee shall examine the entire Business Case e.g. demand and market, technology, ROI, sensitivity analysis of assumptions etc.

Ý It shall examine all proposals of Investment in unrelated businesses.

Ý It shall examine investments exceeding Rs.10 lakhs (Rupees Ten Lakhs) in R & D Projects or Technology purchase.

Ý It shall examine all proposals for Mergers & Acquisitions (M&A), investment inJointVentures (JVs) and disinvestment in exiting businesses.

Ý Perform other activities related to this Charter as desired by the Board of Directors and address issues having significant impact on the Company's operations within its term of reference.

8. Reporting
The Committee shall report on its activities, and summarize it's recommendations to the Board at it's quarterly Board meeting. It shall also draft an appropriate report for inclusion in the Company's annual report.

9. Evaluation
The Committee, if deemed necessary, may conduct a performance evaluation relative to its purpose, duties, responsibilities and effectiveness and recommend, any changes, it considers necessary for the approval of the Board of Directors.

The Committee may conduct such evaluation and reviews at such intervals and in such manner as it deems appropriate.

10. Review of Risk Management Committee Charter
The adequacy of this charter shall be reviewed and reassessed by the Committee at such intervals as the Committee deems appropriate and recommendations, ifanv. shall be made to the Board to update the same from time to time.

RISKAND UNCERTAINTIES

SI

Risk

Risk type

Risk Rating

Review

No

frequency

1.

Electronic Market Slump

External

Low

Quarterly

2.

Geopolitical Situation (China border conflict)

External

Low

Quarterly

3.

Increasing competition from Chinese giants due to economies of scale and efficiencies in capital employment

External

Low

Monthly

4.

Changes in Business dynamics due to Technology disruption through Artificial Intelligence affecting efficiencies in processes / manufacturing.

Internal

Low

Yearly

5.

Disruption in Manufacturing Processes or material

External

Low

Yearly

6.

Lower barriers to entry leading to new entrants occupying high value niche segments

External

Medium

Monthly

7.

Limited volume growth in the segments we operate (single side) and challenging opportunities in the high technology segments ( Multi - layer)

Internal

Low

Monthly

8.

Non availability of skilled manpower

Internal

Low

Yearly

9.

Credit Risk

Internal

Low

Monthly

The Indian PCB market has annual sales ofabout USD* 5.4 billion and growth of approximately ll%Year onYear. The growth ofBPL's PCB business has been robust over the last many years, adding to both revenue and and a healthy profit. The number of segments and customers have also been increasing which reinforces the acceptance ofBPL's PCB in the Indian market.

PCB Production growth: From 204,866 Sq. mtr in 2022-23 to 223,334 Sq.mts in 2023-24 PCB Sales growth: From Rs. 42.21 Crs in 2022-23 to Rs. 45.12 Crs in 2023-24

No. of customers added: 24

Segments catered: Automotive, Power Electronics, E\f Telecom, Consumer Electronics, Televisions, Medical Electronics, LED Lighting andEMS.

Your company has achieved an organic growth of 6.8% in 2023-24. The focus for many years has been on high quality, technical support, service and sustainability. It has a certified and well managed Factory in Doddaballapur near Bangalore. The location offers a competitive advantage, particularly to meet the growing electronic and automotive sectors in South and Western India.

The company is flexible to operate in a High- Mix-Low-Volume or in a Low-Mix-High-Volume segments, and whichever segment it operates, quality is one of the most important cornerstones.

Factory Management ensures quality
The Factory Management team plays a key role in BPL's quality and sustainability work related at its facility. The organization currently consists of 120 employees, and a team of sales executives across India.

Factory Management works to ensure production quality through well-defined processes, constant auditing and optimization of production processes and sustainability practices. Every section is regularly assessed for skill, quality and output levels. In addition to its own personnel, BPL has external certifying bodies such as ISO, Maruti Accredited Centre for Excellence (MACE) and International Automotive Task Force (IATF) special teams who conduct annual audits. A dedicated Place of Pursuit (DOJO) room is set up to train each of its employees and each team member receives 24 hours of training each year.

Quality is an important watchword for BPL. Preventive quality work with continuous monitoring of factories is particularly important since errors that arise later in the process are more costly and time consuming. This also benefits its factory as BPL's rigorous demands on quality also means we review and improve our processes and procedures in conjunction with the regular audits, checks and training courses carried out by the Quality Assurance Teams.

COMPREHENSIVE PROCESS TO IDENTIFY THE RIGHT RAW MATERIAL SUPPLIERS
Another key focus area for Factory Management is to assess and approve new raw material suppliers for laminates, inks and other chemicals that meet supplier standards set by BPL. BPL's sourcing process includes sample collection and analysis of performance data and manufacturing capacity, factory visits and the verification of laminate tests certificates. The sourcing process also involves detailed quality and sustainability audits on-site and follow-up visits. BPL only approves suppliers if they can meet the quality, quantity, price and ability to supply on a regular basis as per schedules given.

STRATEGY FOR GROWTH
BPL strengthened its position during the year in automotive and power conversion segments through its successful International Automotive Task Force (IATF) certification, addition of high-end quality control equipment such as Automated Optical Inspection machine (AOI), improved manufacturing process and setting up of the Class 100k clean room. With the commissioning of its high class fully Automated Computer Controlled Electro-plating lines and testing facilities, your company continues to see major opportunities to strengthen its market position in the years ahead.

1. INCREASE MARKET SHARE
With a focused approach BPL aims to increase market share specifically in the Automotive and Power Conversion sectors.Your Company is working closely with SIAM for localization of PCBs for automotive sectors.

2. GROWTH AMONG EXISTING CUSTOMERS
In markets where BPL has a position, for example in the LED lighting and consumer segments, the aim is to further protect relationships with existing customers. The value of these customers can be improved by: focusing on the larger customers, creating key customer accounts and by increasing the share of business from these customers. This distribution of the market to the industries and types of companies helps diversification and reduces risk.

FOCUS ON HIGH MARGIN SEGMENTS
The market for PCBs can be divided into two main segments that cover different customer needs: High-volume and High Margin. The high-volume segment is characterized by strong competition and lower margins typically in industries such as LED Lights, Consumer Electronics. The High Margin Low Volume segment is for orders that encompass many different types of PCBs manufactured at lower volumes mainly for prototypes and specialty uses. These types of PCB are often used in technically advanced and demanding products, in Telecom, Defence, Medical technology and Transport/logistics. Automotive and Power Conversion straddle both these segments.

Investment:
Legacy of Innovation: With over five decades of Commitment to innovation, quality, and trust, your company continues to enhance India's self-reliance in the electronics sector.
Advanced Infrastructure: Your company has invested in creating an advanced Class 100K clean room, Computer controlled plating lines and Computerized Numerically Controlled high speed drilling and routing machines, reflecting its substantial investment in modern technologies.

Strategic Alignment: This expansion supports the growing demand for PCBs driven by the government's 'Make in India' initiative and the rapidly evolving electronics industry.

The new double side and multi-layer PCB facility capable of producing 24,000 sq.mts per annum has been commissioned. The Plated Through Hole and Black Oxide Lines have been installed in the newly construction 3,000 sq.ft building complete with forced air, and fume extraction and scrubbing systems. These computer-controlled lines will ensure accurate plating quality.

This will give your company the advantage of attracting high end customers in the power electronics, automotive electronics and global electronic companies from Taiwanjapan and Europe who have set up Electronic Manufacturing Operations in India.

Two new Computerized Numeric Controlled (CNC) High Speed of200,000 rotations per minute (rpm)drilling and routing machines have been commissioned. These machines will reduce dependency on outsourced vendors and help in maintaining high levels of quality and reduce delivery time to customers.

Consumer Electronics
Your company is in its 4th year of brand licensing arrangement with Reliance Retail. Reliance Retail is India's largest consumer electronics retail chain with over 8,000 outlets across India. In a short period, it has forged strong and enduring bonds with millions of consumers by providing them unlimited choice, outstanding value proposition, superior quality and unmatched shopping experience across all its stores.

Reliance Retail has been ranked amongst the fastest growing retailers in the world. It is ranked 53rd in the list of Top Global Retailers and is the only Indian Retailer to feature in the Top 100. It is the largest retailer in India with the widest reach. Reliance has 304 million registered customers buying across all its formats.

It recorded more than 1.06 billion footfalls across all its stores in FY24, a scale unmatched by any other retailer in India. In Consumer Electronics, Reliance Retail operates Reliance Digital and Myjio Store formats offering a wide range of consumer electronics, home appliances, computing and mobility products, latest gadgets and accessories.

BPL branded consumer electronics & durable products include over 200 large and small products including Televisions, Refrigerators, Washing Machines, Small Kitchen Appliance (mixer-grinders, toaster, blenders andjuicers, induction cook tops, gas tables etc), Personal Grooming Devices, Audio equipment (party speakers, sound bars, head phones and ear phones), Electrical appliances (fans, LED lights) Air coolers. Peak summer months of Apr-June has seen robust growth for ACs and Air-Coolers amidst intense heatwave while Refrigerators also witnessed healthy uptick. Demand was robust in urban markets while rural markets also witnessed a healthy 15-20% growth.

Room Air Conditioners:

Refrigerators:

The growth was robust at 45%'VoY in April and 15-20% YoY in May-June (partly impacted by inventory shortage). Overall growth for RAC category was 25-30% YoY for the April-June period for the

Overall growth in April-June was at 15% YoY. Seg- ment-wise, frost free (FF) variant grew 25-30% YoY (led by demand for new convertible models) while growth in direct cool (DC) variant was at 8-ll%YoY. Growth was volume led as there were no pricing changes.

distributor.

This category didn't face any inventory challenges un- like AC as the supply chain

Washing Machines:

was well anticipated and stocks were in place to meet the seasonal demand.

Air Coolers:

Growth in WM was modest. Category-wise, Front Load grew 7-8% YoY, Top Load grew 10% YoY while

Led by severe heatwave, Air-Cooler category grew by a robust 40%'YoY. Indian air cooler market is valued at Rs. 1215 Crsin2023 and is predicted to reach

Semi-Automatic variant grew only 2-3% YoY in Apr-June period. Rural demand pickup was not seen as summer is an off-season. Pricing was unchanged.

Rs. 2804 Crs by 2030 with a CAGR of 12.1%. Your company has launched air coolers in the third quarter of 2023 and has had a very good acceptability in the market. It sold over 24,000 nos in Q3 and Q4 of2023-24.

Your company has through decades, become India's loved electronics brand and is popularly known as the Brand People Love. We aim at designing premium and reliable products that seamlessly blend into the daily routine of its consumers making their everyday lives easier and happier.

BPL products are available at all Reliance Digital outlets and select new format electronic retailers across India.

Reliance has set up an exclusive customer care for BPL Brand and can be reached through multiple ways Exclusive Toll Free Number: 1800 8891047; email customercare@bpl.in for retail customers and businesses enquiries

For more information please visit www.bpllimited.com
To further understand improve customer experience, your Company had conducted an exhaustive market survey for BPL Brand the report is as below:

Future Outlook Sustainability
BPL will lead the industry by adopting eco-friendly practices in PCB manufacturing. This includes using recyclable materials, minimizing waste, and exploring new processes and technologies and working on metal recovery and zero discharge.Your company has initiated Research on reprocessing the discharged chemicals in association with leading Universities and Research Centers in India.

To ensure sustainability in line with stakeholder expectations and future regulatory requirements, BPL has proactively focused strongly on social and environmental sustainability at BPL's production facility, with greater focus on climate impact in from its the value chain.

During the year, improvements were made to working conditions, health and safety, and environmental responsibility at BPL's factory. BPL had undertaken a comprehensive survey to calculate the Carbon emissions in Scope 1, 2,3 in accordance with the Greenhouse Gas (GHG) protocol standard. The results will be used as a basis for objectives and measures to reduce climate impact.Your company is committed to sustainability reflecting this belief in all its actions and approaches. It takes responsibility for people and the ecosystems that it operates in and constantly works with suppliers and vendors to ensure reduced impact on the ecology. Companies like BPL set an example, shaping an innovative future and serving as sustainability role models. A resolute commitment to sustainability ensures success for the present and the future endeavours addressing global problems and challenges.Your Company stands for stability and vision, benefiting interest of all stakeholders

BPL's GOALS:
Clean water and sanitation We have reduced external dependencies through Rainwater harvesting and have consciously increased reuse of treated water in all our plants.

Affordable & Clean Energy Company has initiated investments in solar energy to take care of its daily energy demands. A 350 kWp solar PV roof top solution has been planned at its Printed Circuit Board Factory in Doddaballapur, Bangalore at an investment of Rs. 1.5 Crs with a payback period of3 years

Responsible consumption & Production A fully functional and compliant emission treatment plant is installed along with a sewage treatment plant to treat and reuse water and remove pollutants thus protecting the environment.

Ethical Standards Your company practices extremely high level of ethics with very well-defined employee, vendor and supplier policies in line of it being fair, equitable and transparent in all its practices.

Local Area Development & Corporate Social Responsibility Your company has been consciously and in a sustained manner working with local schools and panchayats to drive education and employability especially for the economically weaker section.

New Business Initiatives Multilayer PCB Production:
Your Company will invest in advanced multilayer PCB technology to cater to the very high-end segment with capabilities of 3 mil x 3 mil. As consumer demand grows for slimmer and faster devices, multilayer boards are essential to growth.

Artificial Intelligence and Machine Learning:

Your Company has initiated the process of adapting AI technology to monitor the production parameters at machine level and trigger alerts and provide real-time data on the equipment's performance. This will not only help to improve machine downtime, but also in predictive maintenance. It will improve the through put and productivity.

BPL’s Key Differentiators
1. Cost Efficiency: Your company has a focussed metric on improving operational efficiency through tracking of Overall Equipment Efficiency (OEE), optimizing supply chain management, and leveraging economies ofscale to reduce production costs

2. Quality Assurance: Your company is certified by ISO 9001-2015, International Automotive Task Force (IATF), and Maruti Accredited Center for Excellence (MACE) for our quality and operation- al processes.Your company maintains stringent quality control measures and certifications to ensure products meet IPCA standards and customer expectations.

3. Innovation and R&D: We consistently Invest in research and development to cater to customer requirements for their new products, technologies, and solutions. We also work with Grade A technical institutions to augment our processes and develop patented technologies.

4. Customization and Flexibility: BPL offers customization options and flexible manufacturing capabilities to cater to diverse customer needs and niche markets. At any given month we work with more than 25 customers taking care of more than 400 plus parts.

5. . Speed and Agility: Enhance manufacturing agility and responsiveness to quickly adapt to changing market trends and customer requirements.Your company has designed and implemented an enterprise resource pack- age with augmented AOI technology.

6. Infrastructure Development: Develop robust manufacturing infrastructure, including new plant for Double side production, plating lines and a state-of-the-art quality testing facility to support efficient production processes.

7. Supply Chain Optimization: we have strengthened supply chains by partnering with reliable component suppliers and logistics providers to reduce dependency on imports and ensure timely delivery.

8. Brand Building and Marketing: Your company has been proactively Investing in brand building, marketing, and customer service initiatives to enhance visibility, credibility, and customer trust in domestic products. A new customer-focused website with connected social media handle is getting ready for a pan India Launch.

9. Global Partnerships: Form strategic partnerships with international firms for technology. We strive to bring the latest technology, increase customer satisfaction and long-term stakeholder value.

By focusing on these strategies, your company can effectively compete with its counterparts, capitalize on India's strengths, and differentiate

themselves in the global market.

Summary of Financial Performance
The financial statements of the Company for the year ended March 31“ 2024 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 The Securities Exchange Board of India, under the Listing Obligations and Regulations, 2015.

For the financialYear 2023-24, your company posted a gross revenues of Rs. 7160.63 lakhs and registered a profit after tax of Rs.1345.87 lakhs. Your company's financial performance for the year under review, is summarized below:

? in lakhs

Year ended

Standalone

Consolidated

31.03.2024

31.03.2023

31.03.2024

31.03.2023

Net Sales and other income

7160.63

6201.93

7193.89

6210.33

Total operating Expenses

5468.54

4885.13

5506.85

4945.29

Profit / (Loss) before Tax

1692.09

1316.18

1687.04

1251.04

Deferred Tax charge / (Credit)

346.22

745.13

346.22

745.13

Profit after Tax

1345.87

571.67

1340.82

505.91

Other Comprehensive Income

11.56

6472.11

11.56

6472.11

EPS - Basic

2.77

14.38

2.76

14.25

- Diluted

2.77

14.38

2.76

14.25

Bharat Energy Ventures Private Limited (BEVPL) and 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. 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 84.80% of the equity capital of BEVPL. BPL Power Projects (AP) Private Limited (BPPL) is an indirect subsidiary of your company, since it is a subsidiary of BEVPL which holds 63% of its equity capital. "Your company has no associate companies.

The company's erstwhilejoint venture namely- Kleer Industries Inc. USA, is in the process ofbeing closed.

The audited accounts of BEVPL and BPPL were consolidated with the company as per Sec. 129 of the Companies Act, 2013 for the current financial year too.

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 2023-24, the Independent Directors have conducted a meeting on 20th March 2024. Performance evaluation criteria as per the policy are available at the web link: http://www.bpllimited.com/investorrelations/policies/policy-on-boardvaluation.pdfivaluation.pdfi

Share Capital
The paid-up Equity Share Capital of the Company as on 31st March, 2024 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 2024 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 preference could not be redeemed due to inadequacy of profits. However, the company is exploring the possibility of redeeming the preference shares by way of issue of fresh convertible preference shareholders 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, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential voting rights during the FinancialYear 2023-24.

Transfer To Reserves
During the year under review, the company has transferred Rs. 1345.87 lakhs to Reserves & Surplus

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL
The ratio of remuneration of each director to the median employee's remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) ofthe companies (Application and Remuneration ofManagerial 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 Board's 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 effective from 4thjuly 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)

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 ofthe 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 - Independent Directors

Dr. Chandanjuneja Mr. Nowrozjal Cama 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 immensely by 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 which forms part this Annual Report.

a. Changes in directors and Key Managerial Personnel (KMP) during the FY 2023-24

During the year under review, Mr. TLM Rangachar stepped aside from the post of Chief Financial Officer of the company on 30‘k January, 2024, as he was given a different role.

Mrs. Karuna Balu was appointed as Chief Financial Officer effective from 14* February, 2024.

Mrs. Deepika Bhandiwad resigned as Company Secretary & Compliance Officer of the company on 16*July 2024 and Mrs. Divya Bhardwaj was appointed as Company Secretary & Compliance Officer effective from 12* August 2024.

b. Woman Director
In terms of provisions of Section 149 of the Act and Regulation 17(l)(a) of the listing regulations, the company needs to have at least 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

Mr. Sukumar Rangachari, Non - Executive Director of the company is liable to retire by rotation in terms of the provision of the act at the ensuing Annual General Meeting (AGM) of the company and being eligible, offers himself for re-appointment. The board has recommended his re-appointment through a special resolution.

As stipulated under Reg.36(3) of the listing regulations, a brief resume of the re-appointee i.e. Mr. Sukumar Rangachari, is given in the notice convening 60* AGM ofthe company.

d. Declaration of Independence by the Independent Directors

The Company has three independent directors as on 31st March, 2024. Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Dr. Chandanjuneja, Mr. Nowrozjal Cama, and Mr. C K Sabareeshan were the Independent Directors ofthe company as on 31st March, 2024 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 24* May 2024.

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 ofDirectors, Committees, Chairman ofthe Board, and the Board as a whole, based on the criteria and framework adopted by the Board in this regard.

Abrief 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.

g. Number of Meetings of Board of Directors
The Board of Directors has met five times and Independent Directors once during the FinancialYear 2023-24. 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 2023-24 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 ofthe annual report.

i. 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 ofthe company till the FY 2026-27.

The Board has duly examined the statutory auditors report on the annual accounts for the financial year 2023-24 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 FinancialYear 2023-24 and the Secretarial Audit Report is annexed herewith and forms part ofthe report. The explanations ofthe Board on every qualification, reservation or adverse remark or disclaimer made by the Auditor in his report (Form MR-3) have been furnished byway of an addendum.

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

d. CostAuditors
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 aremaintained by the Company.

Change in the Nature of Business, if any
There has been no major change in business ofthe company during the financial year 2023-24.

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 is being 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 ofthe 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) ofthe 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 Company's 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 RiskManagement Committee which was reconstituted by inductingMr. C K Sabareeshan as a member on 20* December, 2022, meets every quarter to assess & review the potential business risks, its mitigation plans and the implementation process.

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 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 company's code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/ misuse of company's assets, manipulation of company's 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 ofthe 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 arm's length transactions under third proviso thereto are disclosed in Form AOC- 2, which forms part ofthe annual report.

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 ofthe 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. 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.

Deposits
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 Company's 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 thejob 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 madejudgements 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 ofthis 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 the CA2013 read with Rule 8 ofthe 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 comingyear, 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, 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 24* May 2024.

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 FinancialYear 2023-24 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 ofRegulation 25(10) of SEBI (LODR) Regulations, 2015.

Management Discussion & Analysis

In terms of provisions ofRegulation 34(2) ofthe 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 and handling customer complaints/grievances and to ensure that the customers are always treated in a fair and unbiased way. All grievances raised by the customers are dealt with courtesy and redressed expeditiously.

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 ofits own shares by employees or by trustees for the benefit ofemployees.

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

5. Difference between amount of the valuation done at the time of one-time 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.