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 of?6,642.55 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 at?6,631.51 lakhsin FY 2024-25 as compared to ?1,687.04 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.

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 company's 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 ?40.77 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 employee's 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 Board's 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.

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.

c. 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 Auditorsa. 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 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 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 Company's 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 Company's 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 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 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 arm's 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 Company's 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 ?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 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.