Directors Report of BPL Ltd.

Mar 31, 2023

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

Summary of Financial Performance

The financial statements of the Company for the year ended March 31st 2023 have been prepared in accordance with IND-AS-110 schedule III of The Companies Act, 2013 (The Act), and the audited

standalone financial statements, are therefore in compliance with, IND-AS-110 and the obligations of a listed company stipulated by TheSecurities Exchange Board of India, under the Listing Obligations and regulations, 2015

For the Financial Year 2022-23 your company posted gross revenues of Rs. 6151.01 lakhs. It has also been a turn around year for BPL wherein it has registered an profit after tax of Rs.571.67 lakhs. Your company''s financial performance for the year under reviewis summarized below:

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

Bharat Energy Ventures Private Limited (BEVPL) and BPL Power Projects (AP) Private Limited (BPPL) became subsidiaries from 23rd March 2022 and there were no revenue/expenses from this date till 31st March 2023. Therefore, standalone profitability is considered as consolidated profitability.

Dividend

In order to conserve reserves, your 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.

Outlook

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

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

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

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

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

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

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

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

Risk & Concerns

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

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

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

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

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

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

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

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

Subsidiary/Joint Ventures/Associate Companies

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

The company''s erstwhile joint venture namely Kleer Industries Inc. USA, isin the process of being closed.

The audited accounts of BEVPL and BPPL are consolidated with the companyas perSec. 129 of the Companies Act, 2013.

Annual Evaluation of the Board, Its Committees and Individual Directors.

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

integrity, independence, knowledge, impact and influence on the Board.

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

Share Capital

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

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

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

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

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential rights during the Financial Year2022-23.

TransferTo Reserves

During the year under review, the company has transferred Rs. 584.02 lakhsto Reserves&Surplus

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The ratio of remuneration of each director to the median 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 asAnnexure3."

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 forthesame.

Credit Rating

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

Policy on Directors Appointmentand Remuneration

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

a. The Companies Act, 2013,

b. BPLCode of Conduct for Board of Directors and senior management personnel

c. The Uniform Listing Agreement with stock exchanges and

d. Good corporate practices.

Emphasis is given to appointing persons on the board who are from diverse fields and professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employeesofthecompanyisthat:

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, fromtimetotime.

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. NowrozJal Cama
	3. Mr. Sabareeshan C K

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

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

a. Change in directors and key managerial personnel (KMP) during the FY 2022-23

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

Mrs. Pavitra P resigned as an independentdirectorof the company on 4th April, 2022.

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 atleast one woman director on the board. The Company has Mrs. Anju Chandrasekhar as a non-executive woman director on the board.

c. Director retiring by rotation

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

As stipulated under 36(3) of the listing regulations, a brief resume of the re-appointee i.e. Mrs. Anju Chandrasekhar, is given in the notice convening59th AGM ofthecompany.

d. Declaration of Independence by the Independent Directors

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

e. The Policy on Nomination and Remuneration of Directors and KMP and senior management

The policy on nomination and remuneration sets out the criteria for determining qualification, positive attributes of independent

directors KMP and senior management under Section 178(3) of the act and regulation 19 of listing regulations. The policy on the same is approved and adopted by the board is available on the website www.bollimited.com

f. Evaluation of Board, its Committees and Individual directors

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

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

g. Number of Meetings of Board of Directors

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

h. DetailsofCommitteeofDirectors

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

i. Key Managerial Personnel

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

Audit And Auditors a. Statutory Auditors

M/s. MKUK & Associates, Chartered Accountants, are the Auditors of the Company from the FY 2017-18 and were re-appointed for a furtherterm offive years duringtheyear2021-22.

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

b. Secretarial Auditor

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

c. Internal Auditor

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

d. Cost Auditors

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

Change in the Nature of Business, if any

There has been no change in business of the company during the financial year2022-23.

Significant and Material Orders

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

Internal Control and their Adequacy

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed in evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit, function process owners undertake

corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the audit committee of the Board on a quarterly basis. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

Reporting of Frauds

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

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The 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.

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

Corporate Social Responsibility (CSR)

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

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

Disclosures on CSR Activities as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are as tabled below:
1.	A brief outline of theCompany''s CSR Policy,including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs	The Company''s CSR Policyintendsto i. Promote education including employment enhancing vocation skills especially among children and women. ii. Eradicate hunger, povertyandmalnutrition. iii Promote healthcare and sanitation. iv ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
2.	The Composition of the CSR Committee	Mrs. Anju Chandrasekhar-Chairperson Dr. Chandan Juneja - Member Mr. AjitGNambiar-Member
3.	Average net profit of the Company for last three financial years	Rs.6,78,55,966/-
4.	Prescribed CSR Expenditure (two percent of the amount asinitem3above)	Rs. 13,57,119/-
5.	Details of CSR spent during the year 2023-24 a) Total amount to be spent for the financial year b) Amountspent, if any c) Manner in which the amountspent during the financial year d) Amount unspent during the financial year.	Rs. 13,57,119/-Rs.6,94,332/- Contributed to Registered Trusts Rs. 6,62,787/-
6.	In case the company has failed to spend two percent of the averagenet profit of the last three financial yearsor any part thereof, thereasons for not spending the amount in its Board report.	Not Applicable
7.	A responsibility Statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and the policy of the company	The spending on CSR activities by the company are covered under Schedule VII of the CA 2013 and further notifications from MCA, from time to time and the implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and policy of the company.

Whistle Blower/Vigil Mechanism Policy

The Company has putin place a Whistle Blower/Vigil Mechanism Policy to provide for an open and transparent working environment and to promote responsible and secure whistle blower system for directors and employees of the company to raise any concern. The policy broadly cover instances of unethical behavior, actual or suspected fraud or violation of the 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 notestothe FinancialStatements.

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.

Particulars of Directors, KMPand Employees

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

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations,2015. A separate section on compliance with the

conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s MKUK & Associates, Chartered Accountants, in this regard, forms part of the Annual Report. The Managing Director and Chief Financial Officer have certified to the board with regard to the financial statements and other matters as specified in the listing regulations.

Prevention of Sexual Harassment Policy

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

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

Deposit

During the financial year under review, the company did not accept deposits covered under chapter V of the Act.

Extract of Annual Return

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

Safety, Health and Environment

Safety Committees at the manufacturing unit are functioning properly to ensure a safe and healthy work environment.

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

Employee Stock Option Plan

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

SINo	Particulars	Details
1	Number of Options outstanding at the beginning of the year	16,04,341
2	Number of options granted	-
3	Number of option vested during the year	-
4	Number of options exercised during the year	69848
5	Number of shares arising as a result of exercise of options	69848
6	Number of Options forfeited/lapsed	118121
7	Exercise price (in Rs)	10
8	Money realized by exercise of options (in Rs)	6,98,480
9	Number of options outstanding/in force at the end of year	-
10	Number of options exercisable at the end of the year	-
11	Total number of options available for grant	15,34,493
12	Variation of terms of options	NA

Employee wise details of options granted to:

1. SeniorManagerial Personnel Nil

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

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

4. Diluted earning per share-Rs.14.38

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

Further, the company confirms that there has been no change to the Company''s ESOP plan during 2022-23.

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

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

Other Disclosure

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

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

The company has not revised the financial statements as mentioned under Section 131 ofthe Act.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 134 (5) ofthe Companies Act, 2013, and on the basis of explanations and compliance certificates given by the executives ofthe company and subject to disclosures in the annual accounts and also on the basis of discussions with the statutory auditors ofthe 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 relatingto material departures.

b) thatthe 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 ofthe company at the end ofthe financial year and ofthe 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 ofthe 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) thatthe Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo.

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

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

b) Technology Absorption:

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

c) Foreign Exchange earnings and outgo:

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

MD&CFO Certification

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

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

Cost Records

The company is maintaining cost records required under the provisions of Section 148(1) of the Act. However the cost audit is exempted.

Secretarial Standards Issued bythe Institute of Company Secretaries of India

The Company complies with all applicable mandatory secretarial standards as issued bythe Institute of Company Secretaries of India.

Listing with Stock Exchanges

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

Directors & Officers Insurance Policy

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

Management Discussion & Analysis

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

Other Statutory Disclosures

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

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

2. Issuesofsweatequityshares

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

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

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

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 PartnersandShareholders.

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their report along with the audited accounts for the year ended March 31,2018.

REVIEW OF OPERATIONS

Building upon a good foundation set up in 2016-17, your company has maintained its course in successfully reviving its Consumer Durables Business. Despite severe competition from International brands aimed at gaining market share with limited focus on short term retained earnings, and regulatory headwinds, as exemplified by a sharp rise in import duties on TVs and Microwave ovens, BPL’s Consumer Durables Business witnessed a year on year revenue growth of close to 45% in 2017-18. Positive customer reviews, exemplary quality standards and feature rich products, and a customer focused value proposition offered by the company, have made it one of the most preferred online brands in the country, with several of its products being top sellers through the year.

In the past year, your company also aggressively launched a range of new products including Side-by-side Refrigerators, Inverter Air Conditioners and 4K Ultra HD LED Televisions. With these introductions, BPL now has a complete consumer durables portfolio including LED TVs, Washing Machines, Microwave Ovens, Refrigerators and Air Conditioners. This has also resulted in over 35 models of products that meet the needs of both urban and semi-urban markets. The Company also ensures that it fully complies with various government regulations such as BIS, BEE and the recently introduced E-Waste Management rules.

For the year 2017-18, your company posted gross revenues of Rs.125.24 Crores and profits from operations for the Financial Year is Rs.22.62.Crores (before provisions & taxation).

Your Company’s financial performance for the year under review is summarized below:

(Rs. in crores)

Particulars	Year Ended
	31.03.2018	31.03.2017
Net Sales and other income	140.32	177.35
Profit before Tax	22.62	53.38
Deferred Tax	15.27	0.31
Profit after Tax	7.35	53.07
EPS - Basic	1.50	10.86
- Diluted	1.50	10.86

DIVIDEND

Your Directors express their inability to recommend any dividend on equity shares of the Company since your Company needs to fund new business initiatives, additional product lines and a surge in business levels.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do notapply.

However, a dividend on the preference shares has been recommended as per the terms of the issue covered by the approved Scheme of Arrangement.

FUTURE OUTLOOK

Your company’s management is a firm believer in the opportunities and advantages of an online sales strategy, specifically in terms of customer reach, logistic efficiencies, data analytics’ insight and real-time market feedback. In view of this, your company will maintain its online exclusive strategy in the near term and is determined to be a leader in this space.

The Company’s focus in the 2018-19 fiscal year is to further extend its product line to include Dish Washers, Audio products and a line of luxury Refrigerators and Washing Machines that allow us to satisfy the needs of this growing customer segment. As consumers become more energy and environmentally conscious, the company will move towards inverter-based technologies in its home appliances,that are more resistant to voltage fluctuations and are energy efficient. In addition, with the intention of improving customer experience and to leverage the growing proliferation of broad-band high speed internet services, your company is upgrading its range of LED Smart TVs to include pure Android Televisions. These LED Televisions will provide the company’s customers with a smartphone like integrated experience and will allow access to unlimited Apps via Google’s play store. Through this offering, the company’s Smart TV customers will soon be able to access all popular internet based streaming channels and services.

The management is confident that the new range of BPL products, combined with an expanded and improved service network, will help the company to maintain healthy and sustainable growth intheyearsahead.

RISKS AND CONCERNS

Most of our risk and concerns stem from factors beyond our direct control.

The steady reduction and thereby absence of critical component manufacturers in India means your company remains heavily reliant on imports. Unfortunately, the weakening of the Indian Rupee has had an adverse impact on both margins and has challenged the customer affordability. Moreover, the possibility of further weakening of the currency and rising logistics costs, owing to a rise in crude oil prices, could have a negative impact on business during the year. There is also the challenge of frequent policy changes by the government in its efforts to discourage imports and accelerate domestic manufacturing and encourage the ‘Make in India campaign¹. While such efforts may be in the country’s mid and long term best interests, the transition could disrupt the business in the near term.

PRINTED CIRCUITS BOARD (PCB) BUSINESS

The PCB industry in India, at present, consists of single sided, double sided & multilayer PCBs. BPL is engaged in manufacturing of single sided PCBs. The major market for this comes from the Lighting segment (LED), consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry.

During the year 2017-18, the segment wise contribution to the total PCB businessisasunder:

Segment	%
TV	16
Lighting	33
Power Conversion	23
EMS	15
Automotive	8
Others	5
Total	100

Your company was able to cope with the competition & sustain a growth of 5% over the previous year with EBIDTA of around 23%.

Further, PCB industry is witnessing sizeable growth in the led lighting/ power conversion sector. The market in this segment is expected to grow around 15% this year. Your company intends to reap benefits from this growth and accordingly, the turnover of PCB business may increase by 12% during the current fiscal year.

RISKS AND CONCERNS

Your Company faces strong competition from other manufacturers with greater installed capacity and economies of scale as well as greater financial resources and pricing flexibility. Your Company is mindful of these factors and is taking various measures to protect its market share and price competitiveness.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your company has no Subsidiaries, Joint Ventures or Associate Companies.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in the future.

SAFETY, HEALTH AND ENVIRONMENT

Safety committees at the manufacturing unit are functioning properly to ensure safe and healthy work environment.

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

The Company is having 106 employees as on March 31,2018.

Conservation of energy, technology absorption and foreign exchange earningsand outgo

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 equipments.

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 thisimportantarea.”

c) Foreign Exchange earnings and outgo: During the period under review, your Company utilized foreign exchange worth Rs.133.58 lakhs and foreign exchange earning was nil

CORPORATEGOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on compliance with the conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s MKUK & Associates, Chartered Accountants, in this regard, forms part of the Annual Report.

BOARD PERFORMANCE EVALUATION

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/Committees, 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.

The Independent Directors of the Company have also convened a separate meeting on 26th March, 2018 and evaluated the performance of the Board, the non-independent directors and the Chairman. Performance evaluation criteria is as per the policy available at the web link http://www.bpl.in/investor-relations/policies/policy-on-board-evaluation.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013, BPL Code of Conduct for Board of Directors and senior management personnel and the Uniform Listing Agreement with stock exchanges and good corporate practices. Emphasis is given to persons from diverse field or professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employees of the company is that:

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

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

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Capt. Subbarao Prabhala and Mr. SurajLal Mehta, the Independent Directors of the company have made a declaration to the Company confirming the compliance of the conditions stipulated in the aforesaid section.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (1) (c) 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company ended as on that date;

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

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

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

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

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mrs. Anju Chandrasekhar, Director, retires by rotation, and being eligible, offers herself for re-appointment.

NUMBEROF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have met six times and Independent Directors, once during the Financial Year 2017-18 and details of date of meetings are available in the Corporate Governance report section, which forms part of the annual report.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee; Number of meetings of each committee during the financial year 2017-18 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.

KEY MANAGERIAL PERSONNEL

Mr. Ajit G. Nambiar, Chairman & Managing Director,Mr. S.V. Ganesh, Chief Financial Officer and Mrs. Chitra M.A, Company Secretary & Compliance Officer are the Key Managerial personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties as per Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC- 2, which forms part of the annual report.

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.

DEPOSITS

The Company has not accepted any deposits from the public and hence, the provisions of the Companies Act, 2013 and Rules framed thereunder, are not applicable to the company.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2018 stood at Rs.48.88 Crores comprising 4,88,84,818 Equity Shares of Rs.10/- each, fully paid up. The paid-up Preference Share Capital of the Company as on 31st March, 2018 was Rs.169.59 Crores consisting of 1,69,58,682 Non-convertable, Non-cumulative, Redeemable Preference Shares of Rs.100/- each.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Option during the Financial Year 2017-18. The Company has not made any provision of money for the purchase of or subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential rights during the Financial Year 2017-18.

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 ofthe 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.

WHISTLE BLOWER/VIGIL MECHANISM POLICY

The Company has put in place a Whistle Blower/ Vigil Mechanism Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing 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 safeguard against victimization of Director(s)/employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The policy is available on the website ofthe company.

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Board’s Report at appropriate places to avoid duplication and overlapping ofthe contents of the said two reports.

INTERNAL CONTROL AND THEIR ADEQUACY

Your Company has adequate internal financial control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal Financial Control Systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective budgetary systems.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee which is comprised of three members out of which one is an Independent Director. The Committee was set up to formulate and monitor the CSR Policy. However the Company’s average net profit for last 3 years computed as per the provisions of Section 135(5) of Companies Act, 2013, being a negative amount, the Company does not qualify for contribution towards CSRActivities.

PARTICULARS OF EMPLOYEES

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part ofthe report (Annexure-I).

STATUTORY AUDITORS

M/s. MKUK & Associates, Chartered Accountants, are the Auditors of the Company for five consecutive years from the FY 2017-18. Report ofthe statutory auditor forms part of this annual report.

ANNUAL RETURN

An extract of Annual Return in the prescribed format is displayed in the company’s website: www.bpl.in underthe head ‘‘Investor’s Relations”.

SECRETARIAL STANDARDS

The company has complied with all the applicable Secretarial Standards.

SECRETARIAL AUDIT REPORT

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 as Secretarial Auditor of the Company for the Financial Year 2017-18 and the Secretarial Audit Report forms part of the annual report.The explanations ofthe Board on every qualification or reservation made by the Auditor in his report have been furnished byway of an addendum.

COST AUDITORS

The Company’s business during the year under review was not covered underthe Cost Audit Rules nor had the Government notified the company to appoint a cost auditor for the said period.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an AntiSexual 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. An “Internal Complaints Committee” has been set up to redress complaints received regarding sexual harassment as per the provisions of the said Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

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

For and on behalf of the

Board of Directors,

Ajit G Nambiar

6^th August, 2018 Chairman & Managing Director

Bangalore DIN: 00228857

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Fifty Second Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2016. The Management Discussion and Analysis have also been incorporated into this report.

? FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:

(Rs. in crores)

Particulars	Year ended (Standalone)		Year ended (Consolidated)
	31.03.2016	31.03.2015	31.03.2016
Net Sales and other income	56.82	30.55	56.82
Profit before Interest, Depreciation and Tax	15.49	7.28	15.49
Less: Interest	0.76	0.05	0.76
Depreciation	0.49	1.66	0.49
Profit / (Loss) before Tax	14.23	5.56	14.23
Deferred Tax Asset / Tax provision	(22.68)	-	(22.68)
Profit / (Loss) after Tax (including Profit/ (Loss) from discontinuing operations)	(8.45)	7.79	(8.45)
Share of Profit / (Loss) of Associate			(5.48)
Balance Reserve at the beginning of the period	29.16	21.37	29.16
Balance of Reserve at the end of the Period	20.71	29.16	15.23
EPS - Basic	(173)	1.59	(2.85)
- Diluted	(173)	1.59	(2.85)

OPERATIONS AND BUSINESS OVERVIEW

Your Company posted a total income of Rs.56.82 Crores for the year 2015-16 as compared to Rs.30.55 Crores for the previous year. During the year, the company launched a new range of LED Color Televisions and Washing Machines in partnership with Flip kart. The company foresees an improvement in its operations during 2016-17 by launching new consumer durables and home appliances with strong focus on consumer care. Focus on quality and customer service, improved supply chain mechanism coupled with new product launches are expected to give strong push to company''s operations.

The gross profit earned for the year is Rs. 15.49 Crores. After providing Rs.0.49 Crores and Rs. 0.76 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions& taxation) of Rs. 14.23 Crores fortheyear2015-16.

Dividend

Your Directors regret their inability to recommend any dividend on preference and equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the new business initiatives. Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

E-commerce and digital retail in India

India is experiencing the digital revolution. Increasing use of Smart Phones and expanding internet use have fuelled the digital media consumption which has in turn had a profound impact on the future of Indian retail. Winning in this new world of Indian retail requires companies like BPL to re-think their marketing strategies and business models in order to deliver a superior consumer experience.

By 2020, we expect the overall retail industry to be USD 1100-1200 Bn, of which organized retail could be potentially USD 140-160 Bn and e-commerce USD 45-50 Bn or higher. The impact of digital media would be profound: By 2020, 350-400 Mn consumers are expected to be digitally influenced in retail and these digital consumers alone would spend 250 Bn USD on retail (25% of total retail spend).

By 2020, 50% of new internet users in India will come from rural communities and people in rural areas will account for about half the subcontinent''s total population of internet users.

The number of connected rural consumers to increase from about 120 Million in 2015 to almost 315 million in 2020, a jump of almost 30% a year. Rural growth will significantly outpace growth in urban centers and by 2020; rural users will make up 48% of all connected consumers in India.

In 2016, the TV market in India is estimated to be 11.6 million units and e-commerce is expected to be nearly 16% of this volume. Amongst the various e-commerce companies, Flip kart is expected to have a market share of over 55%.

For Flip kart, BPL is a strategic brand as the brand has a consumer acceptance across various product categories which very few brands today enjoy. BPL is already a major contributor to flip kart’s business and in the television category it has already reached 10% of their sales in just a year of business.

Amongst the new products introduced this year are a complete range of washing machines from semi-automatic to fully automatic front load machines with digital controls. BPL plans to enhance its range of televisions to include the large screen and smart, Ultra High Definition models. The performance of BPL in the washing machines is very encouraging especially in the front loading where the products have been widely accepted by the customers. The reviews and ratings given to the products are of the highest order and this plays a significant part in the growth of BPL''s business in e-commerce.

The target for this year is to achieve a turnover of Rs 75 Crores.

Risks and concerns

The e-commerce platforms offer very low entry barrier to many brands. The Chinese and other multi-national brands are able to make an easy entry in the Indian market with deep pockets for high marketing spends. The on-going price war amongst the various e-commerce companies put a high pressure on BPL to offer products are highly competitive rates and at the same time maintaining quality levels. Since most of the components are imported, there is a risk due to international price fluctuations for these components and adverse US Dollar exchange rates.

Printed Circuits Board (PCB) Business

At present, the PCB industry in India, consists of single sided, double sided & multi layer PCBs. BPL is engaged in manufacturing of single sided PCBs. The major market for this comes from the Lighting segment (both in LED/ ALMC), consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry. During the year 2015-16, the segment wise contributions to the total PCB business is as under:

Segment	%
TV	19
Lighting	50
Power Conversion	13
Automotive	10
Others	08
Total	100

Your company was able to cope with the competition & achieve a growth of 25% over the previous year with EBIDTA of around 22%. Further, PCB industry is witnessing sizeable growth in the led lighting/power conversion sector. During the current financial year, the market in these segments is expected to grow around 50%. Your company intends to reap benefits from this growth and accordingly, the turnover of PCB business may increase by 32% during the current fiscal year.

Risks and Concerns

There is a threat from our Company''s major competitors who, in order to maintain their market share, have installed higher production capacity, offer lower prices, better payment terms and other incentives. Due to delay in upgrading our manufacturing facilities because of financial constraints our market share may be affected. The company is trying to evolve strategies to maintain its market share and profitability through cost reduction and improvement of overall efficiency by installing a new auto line in two stages in the current Fiscal Year.

Subsidiary/Joint Ventures/Associate Companies

Your company has one Associate Company viz. BPL Medical Technologies Private Limited (BMTPL) as on 31st March, 2016. In accordance with Section 129 of the Companies Act, 2013, your company has prepared Consolidated Financial Statements of the Company, which forms part of the Annual Report. Further, the report on the performance and financial position of the associate and salient features of the financial statements in the prescribed Form AOC-1 is annexed elsewhere in this report.

Your company has no subsidiaries or joint ventures during the period under review.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on Company''s website www.bpl.in . These documents will also be available for inspection during business hours at the registered office of the Company.

Significant and material orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in the future.

Safety, Health and Environment

Safety Committees at the manufacturing unit are functioning properly to ensure safe and healthy work environment. Safety, Health and Environmental requirements as per rules have been adhered to at the unit. Shop in-charge personnel and all security staff have been given sufficient on the job training in the use of safety equipments. Necessary consent(s) have been obtained from Pollution Control Board with respect to Water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality.

The Company had 75 employees as on March 31, 2016. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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 equipments.

b) Technology absorption:

Continuous efforts have been made for developing new technologies and to in innovate products to keep your Company tuned to the market needs.

During the year, no major R & D activity was carried out in view of the financial and other constraints faced by the Company. However, the Company will be focusing on these areas in the current financial year.

c) Foreign exchange earnings and Outgo:

During the period under review, your Company utilized foreign exchange worth Rs. 13.29 Crores and foreign exchange earning was Nil.

Corporate Governance

Your company reaffirms its commitment to corporate Governance and is fully compliant with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) 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 T Velupillai & Co, Chartered Accountants, in this regard forms part of the Annual Report.

Policy on Directors appointment and Remuneration policy

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013, BPL Code of Conduct for Board of Directors and senior management personnel and the Uniform Listing Agreement with stock exchanges and good corporate practices. Emphasis is given to persons from diverse field or professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employees of the company is that:

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

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

Board Performance Evaluation

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 others 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.

The Independent Directors of the Company also convened a separate meeting and evaluated the performance of the Board, the non-independent directors and the Chairman.

Declaration of independence by the Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. SurajL Mehta and Capt. S Prabhala, the Independent Directors of the company have made a declaration confirming the compliance of the conditions stipulated in the aforesaid section.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 134 (1) (c) 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 explanation relating to material departures;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments 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 and loss of the company for that period;

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

d) That the Directors had prepared the annual accounts on a going concern basis.

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

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

Directors

The Board of Directors at its meeting held on 12th February, 2016 on the recommendation of Nomination and Remuneration Committee has approved the re-appointment of Mr. Ajit G Nambiar as Chairman & Managing Director of the Company for a period of 3 years (with effect from 1st April, 2016), pursuant to provisions of Section 196 of the Companies Act, 2013 and the same is subject to the approval by the shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Anju Chandrasekhar, Director, retires by rotation, and being eligible, offers herself for reappointment. Her re-appointment will be placed as one of the items of agenda in the ensuing Annual General Meeting.

Number of meetings of Board of Directors

The Board of Directors have met five times and Independent Directors once during the Financial Year 2015-16 and details of date of meetings are available elsewhere in the report.

Details of Committee of Directors

Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee; number of meetings of each committee during the financial year 2015 -16 and meetings attended by each member of the committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the Annual report.

The recommendations of the Audit Committee and Nomination & Remuneration Committee as and when made to the board have been accepted by it.

Key Managerial Personnel

Mr. Ajit G. Nambiar, Chairman & Managing Director, Mr. S.V. Ganesh, Chief Financial Officer and Mr. D. Krishnan, Company Secretary & Compliance Officer are the Key Managerial personnel of the Company pursuant to Section 203 ofthe Companies Act, 2013.

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 No. AOC-2

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.

Deposits

The company has not accepted any deposits from the public and hence, the provisions of the Companies Act, 2013 and Rules framed there under are not applicable to the company.

Auditors Report

The explanations or comments of the Board on every qualification, reservation or adverse remark or disclaimer made by the Auditor in their report have been furnished by way of an addendum.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 stood at Rs.48.88 Crores comprising 4, 88,84,818 Equity Shares of Rs 10/- each, fully paid up. The paid-up Preference Share Capital of the Company as on 31st March, 2016 was Rs.169.59 Crores consisting of 1, 69, and 58,682 Redeemable Preference Shares of Rs.100/-each.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Option during the Financial Year 2015-16. The Company has not made any provision of money for the purchase of or subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential rights during the FinancialYear2015-16.

Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks feed 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.

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.

Whistle Blower/Vigil Mechanism Policy

The Company has put in place a Whistle Blower/ Vigil Mechanism Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the company to raise any concern. The policy broadly cover instances of unethical behavior, actual or suspected fraud or violation of the 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 safeguard against victimization of Director(s)/employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The policy is available on the website of the company.

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Board''s Report in appropriate places to avoid duplication and overlapping of the contents of the said two reports.

Internal Control and their adequacy

Your Company has adequate internal financial control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal financial control systems are supplemented by extensive programmed of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

Corporate Social Responsibility (CSR)

The Company has constituted Corporate Social Responsibility Committee which is comprised of three members out of which one is an Independent Director. The Committee was set up to formulate and monitor the CSR Policy. However the Company''s average net profit for last 3 years computed as per the provisions of Section 135(5) of Companies Act, 2013, being a negative amount, The Company does not qualify for contribution towards CSR Activities.

Disclosure on CSR Activities as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is as tabled below.

1. A brief outline of the Company''s CSR Policy, including overview of projects or programs proposed to be undertaken	The Company''s CSR Policy intends to i. Promote education including employment enhancing vocation skills especially among children and women. ii. Eradicate hunger, poverty and malnutrition iii. Promote healthcare and sanitation.
2. The Composition of the CSR Committee	Mrs. Anju Chandrasekhar-Chairperson Capt.S.Prabhala- Member Mr. Ajit G Nambiar- Member

3. Average net profit of the Company for last three financial years	Rs.(14,80,96,426/-)
4. Prescribed CSR Expenditure	Since the average net profit for last three years being negative, the Company does not qualify for spending on the CSR activities.
5. Details of CSR spent during the year	Not Applicable as per the explanations given in point No.4 above.
6. Reasons for not spending 2% of the average net profit of the last three financial years	Due to non-availability of average net profit for the last three years, the Company was not able to spend on any CSR activities.
7. A responsibility Statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and the policy of the company	Not Applicable

Particulars of Employees

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part of the report (Annexure-I).

Statutory Auditors

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore were appointed as Statutory Auditors for a period of three years at the Annual General Meeting held on 29th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and ratified in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their re-appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Continuance of appointment and payment of remuneration are to be confirmed and ratified in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their re-appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Cost Auditors

The company''s business during the year under review was not covered under the Cost Audit Rules nor had the Government notified the company to appoint a cost auditor for the said period.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, your company has appointed Mr. Madhwesh Acharya, a Practicing Company Secretary as Secretarial Auditor of the Company for the Financial Year 2015-16 and the Secretarial Audit Report is annexed herewith and forming part of the report.

Extract of the Annual Return

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed herewith and forming part of the report (Annexure-II).

Sexual Harassment

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act, 2013, aiming at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. A 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.

Extension of time for holding Annual General Meeting

The Registrar of Companies, Kerala, has granted extension of time to the company for holding the 52nd Annual General Meeting up to 31, December2016.

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 and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar 26th October, 2016 Chairman & Managing Director

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Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the Fifty First Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2015. The Management Discussion and Analysis have also been incorporated into this report.

- FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with the previous year's figures is given hereunder:

(Rs. in crores)

Particulars Year ended

31.03.2015 31.03.2014

Net Sales and other income 30.55 59.69

Profit before Interest, Depreciation and Tax 7.27 5.53

Less: Interest 0.05 0.14

Depreciation 1.66 1.09

Extra-ordinary Income (net) - -

Profit/(Loss) before Tax 5.56 4.30

Deferred Tax Asset - (131.61)

Profit /(Loss) after Tax (including Profit from Discontinuing operations) 7.79 (127.31)

Balance Reserve at the beginning of the period 21.37 148.68

Balance of Reserve at the end of the period 29.16 21.37

- OPERATIONS AND BUSINESS OVERVIEW

Despite weak consumer demand and a sluggish economy, your Company ended with a total income of Rs.30.55 Crores for the year 2014-15 compared to Rs.59.69 Crores for the previous year. The reduction in income is also due to hiving off Health care Business to BPL Medical Technologies Private Limited during August 2013. The increased focus on cost reduction measures at its Printed Circuit Board (PCB) manufacturing unit and other offices, with a special emphasis on reducing input costs, overall expenses and reduction in interest cost helped the company to improve its financial performance in spite of decrease in total income of the company when compared to previous year.

The gross profit earned for the year is Rs. 7.27 Crores. After providing Rs. 1.66 Crores and Rs. 0.05 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 5.56 Crores for the year 2014-15. The operations of the Company continued to be affected due to working capital constraints and lack of bank funding.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the new business initiatives.

However, your Board has recommended payment of dividend on Preference Shares at Rs. 0.001 per share of face value of Rs. 100/- each, for the year under review, amounting to a total sum of Rs. 16,959/- as per the terms of the issue covered by the approved Scheme of Arrangement subject to the approval of the members at the ensuing Annual General Meeting.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

- E-commerce Business in India

India is at an inflection point of commerce moving online at a rapid pace as digital transformation commences. This should see the country emerge as the second largest digital market in the world by 2020, based on connected smart phones. India will leapfrog traditional tech themes and embrace new disruptive technologies with greater ease facilitated by a currently underdeveloped landscape.

Over the next 15 years, it is estimated that India will have more than one billion digital users. This would be a unique global phenomenon, witnessing arguably the largest shift online in a country's population.

The Indian e-commerce market is expected to grow 1.5 to 2.5% of GDP, or US$300bn, by 2030 driven by hyper growth in affordable smart phones, infrastructure, and ease of online transanctions.. Further, India's attractive demographics the youngest population in the world should lead to 300mn new online shoppers in the next 15 years, making e-tailing the largest online segment.

India is fast in becoming one of the most important markets for global internet and telecom giants as they look beyond China for opportunities. US giants are targeting ad revenues (such as Google, Facebook) and the e-tailing pie (Amazon); Asian majors such as Samsung, Xiaomi are eyeing significant smart phone shipments, while Alibaba /Softbank look for strategic stakes in the India internet opportunity, helped by low entry barriers compared with some of the other markets.

Some unique facts about India are enumerated below:

- India has one of the youngest populations in the world with 68% below 35 years, and median age of 27 years vs. 37/38 for China/US

- India has a very diverse population, speaking 22 different languages and the second-largest English speaking population in the world at around 125mn

- Only 30% of the population have bank accounts and only 3% file their income tax returns

- Just 9% is covered by digital fibre and only 20mn people own a credit card. All this, along with suboptimal infrastructure are key triggers for the online economy to develop

- Exclusive partnership with Flipkart

Flipkart started operations in October 2007 selling books via internet. It is now India's leading e-commerce marketplace with over 20 million products across 70 categories including electronics, apparels, baby care products, home & kitchen appliances, books & media, fitness equipment, auto accessories etc. Flipkart has about 60million registered users and gets nearly 8 million visits daily. It has 13 warehouses and over 25,000 employees.

Your company entered into an exclusive agreement with Flipkart India Pvt Ltd (Flipkart), a leading e-commerce company for sale of consumer durables and appliances under the "BPL" brand . This initiative of your company was launched on 15th July, 2015 initially with LED Colour Televisions, Washing Machines and Refrigerators with a new positioning for the brand "Experience it." Your company has also launched these products through print media and online advertisements. Members may visit the company's website www.bpl.in, for further information and updates on the same. Your company's objective is to supply products of great quality at a fair price, supported by excellent service.

The product range would gradually cover other home appliances products like Air Conditioners, Microwave Ovens, and LED / Solar Lamps. Presently, the Flipkart business covers 140 towns across India including the four large metros -Delhi, Mumbai, Kolkata and Chennai. Your company has formed a dedicated team of senior executives to oversee the entire activities of the e-commerce initiative.

In order to provide timely and efficient after sales service, your company has entered into an arrangement with Jeeves Customer Care Pvt Ltd who are specialist in undertaking customer care services of consumer electronic products. They have been in this business for the last decade or so.

Your directors are pleased to report that the products launched under the BPL brand were well received with an overwhelming response in the market. Your company is pleased to introduce the brand to the new consumers and bring back the same to our loyal customers who have always enjoyed an unparalleled experience. BPL has been loved and endorsed for many years and now the company's aim is to give new experiences through products, design, technology and style once again, that resonate with the new generation.

During the current financial year, your Company expects to achieve a turn over of approximately Rs.50 crores as a result of this new initiative.

- Risks and Concerns

While the revival of BPL consumer electronics business through e- tailing seems promising, some risks are inherent: working capital constraint, exchange rate fluctuations, infrastructure limitations affecting the supply chain, uncertainty about broadband and 4G rollout, etc.

- Printed Circuits Board (PCB) Business

The PCB industry in India, at present, consists of single sided, double sided & multi layer PCBs. BPL is engaged in manufacturing of single sided PCBs. The major market for this comes from the Lighting segment (both in CFL & LED), consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry. During the year 2014-15, the segment wise contributions to the total BPL PCB business is as under:

Segment %

TV 16

Lighting 49

Power Conversion 11

Automotive 13

Others 11

Total 100

Your Company was able to cope with the competition & achieve a growth of 22% over the previous year with EBIDTA of around 20%. Further, PCB industry is witnessing sizeable growth in the un- organized sector, especially in consumer electronics segment like Color Televisions with Cathode Ray Tube (CRT), . The market in this segment is expected to grow around 20% this year. Your company intends to reap benefits from this growth and accordingly, the turnover of PCB business may increase by 18% during the current fiscal year.

- Risks and Concerns

The Company's major competitors in this segment are depending on CRT TV business to the extent of 60% of their total business turn over and there is a threat from them in offering lower prices, better payment terms and other incentives to get business break through. Due to delay in upgrading our manufacturing facilities because of financial constraint, the Company's market share may be affected. The Company is trying to evolve strategies to maintain its market share and profitability through cost reduction and improvement of overall efficiency.

- Details of Subsidiary/Joint Ventures/Associate Companies The Company had two subsidiaries viz. Bharat Energy Ventures Limited and BPL Power Projects (AP) Private Limited ( an indirect subsidiary). Consequent to disinvestment in the equity capital of Bharat Energy Ventures Limited, during September, 2014, these companies ceased to be subsidiaries with effect from 1st October, 2014.

BPL Medical Technologies Private Limited is an associate company since your company's investment is more than 20% in the equity capital of BPL Medical Technologies Private Limited. Since the company has no subsidiaries and as the company does not have any significant influence or control in the associate company, the disclosures and consolidation of accounts as required under AS- 23 are not applicable to the company.

- Significant and material orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in the future.

- Safety, Health and Environment

Safety committees at the manufacturing unit are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at the unit. Shop in-charge personnel and all security staff have been given sufficient on job training in the use of safety equipments. Necessary consent(s) have been obtained from pollution control Board with respect to Water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality. The Company had69employeesasonMarch 31, 2015.

- Conservation of energy, technology absorption and foreign exchange earnings and outgo

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 equipments.

b) Technology absorption:

Continuous efforts have been made for developing new technologies and to innovate products to keep your Company tuned to the market needs.

During the year, no major R & D was carried out in view of the financial and other constraints faced by the Company. However, the Company will be focusing on these areas in the current financial year.

c) Foreign exchange earnings and Outgo:

During the period under review, your Company utilized foreign exchange worth Rs. 10.40 Crores and foreign exchange earning was Nil.

- Corporate Governance

Your company reaffirms its commitment to corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s T Velupillai & Co, Chartered Accountants, in this regard forms part of the Annual Report.

- Policy on Directors appointment and Remuneration policy

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the listing agreement with stock exchanges and good corporate practices. Emphasis is given to persons from diverse field or professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employees of the company is that:

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

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

- Annual Evaluation by the Board of its own performance, its committees and individual Directors

The Board of Directors of the company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate for the requirements of the company.

- Declaration of independence by the Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013, Mr. Suraj L Mehta and Capt. S Prabhala, the Independent Directors of the company have made a declaration confirming the compliance of the conditions stipulated in the aforesaid section.

- Directors' Responsibility Statement

Pursuant to the requirements of Section 134 (1) (c ) 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 explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments 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 and loss of the company for that period;

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

d) that the directors had prepared the annual accounts on a going concern basis.

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

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

- Directors

Mr. K Jayabharath Reddy and Mr.K S Prasad, independent directors of the company, resigned as Directors of the company during August, 2014.

Mrs. Anju Chandrasekhar, Director, retires by rotation, at the ensuing Annual General Meeting and is eligible for re-appointment.

- Number of meetings of Board of Directors

The Board of Directors have met seven times and independent directors once during the Financial Year 2014-15.

- Details of Committee of Directors

Composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee , number of meetings of each committee during the financial year 2014 -15 and meetings attended by each member of the committee as required under the Companies Act, 2013 are provided in the Corporate Governance Report and forming part of the Annual report.

The recommendations of the Audit Committee as and when made to the board have been accepted by it.

- Key Managerial Personnel

Mr. Ajit G Nambiar, Chairman& Managing Director and Mr.D Krishnan, Company Secretary and Compliance Officer are the Key Managerial personnel who were appointed prior to the notification of Section 203 of the Companies Act, 2013.

Mr. S.V. Ganesh has been designated as the Chief Financial Officer of the company with effect from 29th September, 2014 and is also a Key Managerial personnel.

- 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 No.AOC-2.

- 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.

- Deposits

The Company has not accepted any deposits from the public and hence, the provisions of the Companies Act, 2013 and Rules framed there under are not applicable to the company.

- Auditors Report

The explanations or comments of the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in their report has been furnished by way of an addendum.

- Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2015 stood at Rs.48.88 Crores comprising 4,88,84,818 Equity Shares of Rs 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2015 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Option during the Financial Year 2014-15. The Company has not made any provision money for the purchase of or subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no equity shares have been issued by the Company with differential rights during the Financial Year 2014-15.

- 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.

- Whistle Blower Policy

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing 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 safeguard against victimization of Director(s)/employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The policy is available on the website of the company.

- MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Board's Report in appropriate places to avoid duplication and overlapping of the contents of the said two reports.

- Internal Control and their adequacy

Your Company has adequate internal financial control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal financial control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company as its net worth or turnover or net profit are below the prescribed limits.

- Analysis of Remuneration

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part of the report (Annexure-I).

- Statutory Auditors

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore were appointed as Statutory Auditors for a period of three years at the Annual General Meeting held on 29th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their re-appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

- Cost Auditors

The company's business during the year under review was not covered under the Cost Audit Rules nor had the Government notified the company to appoint a cost auditor for the said period.

- Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, your company has appointed Mr. Madhwesh Acharya, a Practicing Company Secretary as Secretarial Auditor of the Company for the Financial Year 2014-15 and the Secretarial Audit Report is annexed herewith and forms part of the report.

- Particulars of Employees

Pursuant to provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in separate statement is annexed herewith and forms part of the report (Annexure-II).

- Extract of the Annual Return

Pursuant to Section 134 (3) (a) of the companies Act, 2013 read with Rule 12(1) of the companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed herewith and forms part of the report (Annexure-III).

- Sexual Harassment

The Company has in place an Anti 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 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.

- 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 and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar

14th August, 2015 Chairman & Managing Director

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Fiftieth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March31 ,2014.

The financial highlights on the operations of the Company are as follows:

** FINANCIAL HIGHLIGHTS (Rs. in crores)

Particulars Year ended 31.03.2014 31.03.2013

Net Sales and other income 59.69 134.58

Profit before Interest, Depreciation and Tax 5.53 34.11

Less: Interest 0.14 3.19

Depreciation 1.09 1.67

Extra-ordinary Income (net) - 0.38

Profit / (Loss) before Tax 4.30 29.63

Deferred Tax Asset (131.61) (39.92)

Profit / (Loss) after Tax (127.31) (10.29)

- BUSINESS OVERVIEW

Despite a challenging economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 59.69 Crores for the year 2013-14 compared to Rs.134.58 Crores for the previous year. The decline in sales and other financials of the company are attributable to the fact that the company had transferred its healthcare business to BPL Medical Technologies Private Limited on 9th August, 2013. The gross profit earned for the year isRs.5.53 Crores. After providing Rs.1.09 Crores and Rs. 0.14 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 4.30 Crores for the year 2013-14. The operations of the Company continuedtobeaffected duetoworking capital constraints and lackof bank funding.

Transfer of Health care Business

As a part of the Company''s value creation initiative, the Company transferred it''s medical equipment business to BPL Medical Technologies Private Limited which later became a subsidiary of your company. Subsequently, the Company has inducted The Goldman Sachs Group, Inc., a leading global investment banking, securities and investment management firm, in BPL Medical Technologies Private Limited to further expand the company''s medical device business. BPL Limited held 48% of the total share equity capital of BPL Medical Technologies Private Limited as on 31st March, 2014.

Over its 50-year history, your Company has developed a strong brand, an attractive product portfolio and a robust distribution and service network for the medical device business. BPL Medical Technologies Private Limited''s mission is to manufacture and sell high-quality medical equipments with the latest technologies at affordable prices. The company also offers one of the most extensive after-sales services networks in India, valued greatlybyits 119 nationwide dealers and customers. This landmark investment by The Goldman Sachs Group, Inc., reinforces the vision to build on the BPL brand and well established sales and service network to create India''s leading, indigenous medical devices company. The Goldman Sachs Group, Inc., brings a unique global perspective, coupled with extensive experienceininvestinginIndia." BPL has served the medical community for over four decades. Since 1967, BPL''s high standards of product performance has made it the supplier of choice for hospitals, clinics and practicing physicians across the country. BPLiswidely trusted for its reliable products and dependable services toits

customers. BPL''s range of products includes Electrocardiographs, Patient Monitors, Defibrillators, Central Nursing Stations, Stress Test Systems, Oxygenerators, Colposcopes, Foetal Monitors and Foetal Dopplers. The products are manufactured in an ISO 13485 certified facility and conform to global standards of quality assurance and best practices. The Company''s commitment to service support is reflected in its wide network of customer care centres with a team of over 600 service personnel located across India, making it one of the largest and most accessible medical equipment CompanyinIndia.

BPL Medical Technologies Private Limited, which was a subsidiary company till 31st March, 2014, registered a turnover of Rs. 63.22 crores for the eight months period ended on 31st March, 2014. BPL Medical Technologies Private Limited has introduced many new products like new seriesof multi parameter patient monitoring systems in value performance and premium product segments, advanced ultrasound systems and Colour Dopplers Ecube series and online ECG Education Programme during the current fiscal and the company has plans to expand its business by entering into new mobile-based diagnostic products like LifePhonePlus, an innovative mobile-based healthcare solution.

BPL Medical Technologies Private Limited collaboration with the best brands across the world and high-quality manufacturing facilities provides customers the latest technologies at affordable prices.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares ofthe Company since your Company has accumulated losses onthe Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share of Rs. 100/- each, amounting to Rs. 16,959/- as per the termsofthe issue covered by the approved Scheme of Arrangement.

- MANAGEMENT DISCUSSION & ANALYSIS

- PRINTED CIRCUITS BOARD(PCB)BUSINESS

The PCB Industry in India, at present, consists mainly of single sided, double sided & multi layer PCBs. BPL is engaged in the manufacturing of single sided PCBs. The major market share for this comes from the Lighting segment both in CFL and LED lighting, consumer electronics, basic telecom equipments, low-end power conversion and Auto electronics industry. During the year 2013-14, the segment wise contributiontothe total PCB businessisappended below:

Segment %

Televisions 6.00

Lighting 54.00

Power conversion 11.00

Automative 17.00

Others 12.00

Total 100.00

The demand is expected to increase approximately by 5% to 10% during the current fiscal (i.e FY 2014-15). The company is in the process of replacing old machines and servicing of existing machines on priority basis in the first half of this year. The company also proposes to install new machineries at a planned capex of - 100 - 125 lakhs.

In spite of the USD appreciation against rupee and the abnormal price fluctuations in petroleum products, which are being used for laminate manufacturing, the company was able to sustain & achieve total gross sales of- 2025 lakhs, accounting for 20% EBIDTA, a growth of 10%, compared to the previous financial year.

- RISKS AND CONCERNS

The company''s major competitors in this segment are depending on CRT TV business to the extent of 60% of their total business turn over and presently, since there is a decline in CRT TV business, they are offering lower prices, better payment terms and other incentives to get business break through, Due to delay in up-gradation in infrastructure i.e. Hydraulic Press and Auto line replacements, the business of the company is likely to be affected. The company will try to evolve strategies to maintain its market share in spite of these risks and concerns.

- INTERNAL CONTROL AND THEIR ADEQUACY

pYour Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- FINANCIAL PERFORMANCE AND ANALYSIS

- Share Capital

The paid up Equity Share Capital of the Company as on 31 March, 2014 stood atRs.48.88 Crores comprising 4,88,84,818 equity shares ofRs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31 March, 2014was T169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares ofRs.100/- each.

- Scheme of Arrangement for Reduction of Capital

Your Company has decided to implement a Scheme of Arrangement (SOA) to set off the accumulated losses ofRs. 184.09 crores against the entire credit balance in share premium account through a court approved scheme. The SOA has been approved by SEBI and Stock Exchanges. Your Company is in the process of seeking the approval of members for filing the scheme before the High Court of Kerala for its implementation.

- Reserves & Surplus

The Reserves of the Company after adjusting surplus during the year 2013-14stoodatRs.21.37 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2014 stood atRs. Nil.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31stMarch, 2014was Rs. 0.34 Crores.

- Depreciationand Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- Corporate Tax

Since the company has not generated any taxable income for the period, no provision for taxes has been madeinthe books.

- HR PRACTICES AND MAJOR INITIATIVES Development activities were initiated for senior employees. A specific reward and recognition program was initiated to encourage performance based achievement. Best performing employees were also felicitated and recognized for their efforts. A high emphasis on cost effectiveness was driven through travel desk, effective manpower utilization and emphasis on lean production.

- EMPLOYEES STOCK OPTION SCHEME

During the period under review, the company has not granted any options under the employee stock option scheme called "BPL Limited- ESOS-2009"

- SAFETY,HEALTH AND ENVIRONMENT

Employee engagement activities like free health check up by noted health professionals covering Dental, Ophthalmology, Cardiac and women and child care was undertaken. Various helpdesks were set up to facilitate employee welfare during the year.

Safety committees at all the manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to atall units. Shop in-charge personnel and all security staff have been given sufficient on job training in the use of safety equipments.

Necessary consent(s) have been obtained from pollution control Board with respectto Water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety ofall personnel and to meet any eventuality.

The Company had 66 employees as on 31st March, 2014.

- DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparationofthe accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relatingtomaterial departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give atrue and fair view of the state of affairsof the company atthe endof the financial year and ofthe Profit of the company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors had prepared the accounts for the year ended 31st March, 2014,ona''going concern'' basis.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARY COMPANIES

As on 31st March, 2014, your Company had three subsidiary Companies viz. Bharat Energy Ventures Limited (BEVL), BPL Medical Technologies Private Limited (BMTPL) and BPL Power Projects (AP) Private Limited (BPPL). However, BMTPL ceased to be subsidiary of your company with effect from 1st April, 2014.

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement ofProfit and Loss, Directors'' Report and Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited, BPL Medical Technologies Private Limited and BPL Power Projects (AP) Private Limited, subsidiaries of your Company are not attached to the Balance Sheetofyour Company.

As required under the aforesaid Circular, your Company undertakes that the annual accounts and the related detailed information of your Company''s subsidiaries i.e. Bharat Energy Ventures Limited (BEVL), BPL Medical Technologies Private Limited (BMTPL) and BPL Power Projects (AP) Private Limited (BPPL) will be made available to the shareholders of the Company and its subsidiaries, who seek such information at any point of time. The annual accounts of BEVL, BMTPL & BPPL will also be kept for inspection by any shareholder in the head office of your Company and ofBEVL,BMTPLandBPPL.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered officeofthe Company.

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.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate productstokeep your Company tunedtothe market needs.

RESEARCH AND DEVELOPMENT(R&D)

Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R&D

During the year, no major R & D was carried out in view of the financial and other constraints faced by the Company. However, the Company will be focusingonthese areasinthe current financial year.

EXPORT INCENTIVES AND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the printed circuit board market. The coming year should see more export business.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company utilized foreign exchange worth Rs. 14.17 Crores and foreign exchange earning was Rs. 1.54 Crores.

DIRECTORS

In accordance with provisions of Section 149 of the Companies Act, 2013, your company has appointed Capt. S Prabhala and, Mr.Suraj L Mehta as the independent directors of the Company at the meeting of the Board of Directors held on 13th August, 2014. This appointment is subject to the approvalofshareholdersatthe forthcoming Annual General Meeting. Mrs. Anju Chandrasekhar, Director, retires by rotation, at the ensuing Annual General Meetingandiseligiblefor re-appointment.

AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

COST AUDIT REPORT

The Cost Audit and Cost Compliance Reports submitted by Mr. Hari T Devadiga (Membership No. F 22200 ), Cost Accountant, for the financial year 2012-13 has been filed with MinistryofCorporate Affairs (MCA)inthe prescribed formaton2nd January 2014.

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors'' Report in appropriate places, to avoid duplication and overlappingofthe contentsofthe said two reports.

ACKNOWLEDGEMENT

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 and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar 13th August, 2014 Chairman & Managing Director

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Forty Ninth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2013. The financial highlights on the operations of the Company are as follows:

- FINANCIAL HIGHLIGHTS

(Rs.in crores) Particulars Year ended 31.03.2013 31.03.2012

Net Sales and other income 134.58 153.10

Profit before Interest, Depreciation and Tax 34.11 65.54

Less: Interest 3.19 3.66

Depreciation 1.67 7.85

Provision for doubtful advances/ debts 0.28

Extra-ordinary Expenditure (net) 2.01

Extra-ordinary Income (net) 0.38

Profit / (Loss) before Tax 29.63 51.74

Deferred Tax Asset (39.92) 8.95

Profit / (Loss) after Tax (10.29) 60.69

- BPL CELEBRATING 50YEARS

BPL turned 50 years in April 2013. Over this half century, your company dedicated itself to making a positive impact on all those with whom it has come in contact with. This includes, its teams, families, communities and the customers it serves.

In these 50 years, BPL has produced many products from diagnostic medical equipment to consumer electronics, which millions of Indians have enjoyed and delighted in every day and continue to do so. Your brand and products have touched the lives of more than 20 million Indians.

Since its inception in 1963, BPL has always lived by a single belief, "having our customers at the heart of everything we do. We need to understand not just their needs, but what makes a difference to their lives". This belief continues to be its guiding principle.

This has led to an enabling vision for your company - BPL is committed to making its customers lives happier, healthier and more productive. Your company will strive to preserve this ideology, because this is the true measure of success.

Honouring the past

None of BPL''s current or future achievements could have occurred without the solid foundation that was set by Mr. T P G Nambiar, who built your company on the principle of providing your customers with quality products and services that meet, or exceed, expectations for performance and reliability at competitive cost. The company has held true to these values by constantly improving products, anticipating the needs of the markets and above all, by supporting its customers. Your company is determined to build upon this heritage as it aspires to touch millions of lives each year with its healthcare and innovative consumer lifestyle products.

BPL is extremely proud to be able to celebrate its 50 years of business. A hearty "Thank you" goes to all of our shareholders, customers and employees, past and present, who have trusted BPL and have helped this to happen.

- Celebrating the present

For the past 50 years, BPL''s product innovations have improved the quality of life for millions, creating a strong and trusted BPL brand all over India. However, with lack of consistent growth in recent years and lean, agile new competitors from overseas winning over customers, it was clear that your company urgently needed to transform in orderto improve its performance and competitiveness.

Towards this, BPL Limited is now debt-free. Your company is now in the process of taking the first steps in its journey to unlock its full potential and seed the ground for its future success in the medical devices business. The process of inducting high quality PE / strategic investors to BPLMedical Technologies Pvt. Ltd. has just been completed. This will help make BPL Medical Technologies Pvt. Ltd., a stronger company capable of bringing cutting edge medical devices to market for many years to come.

- BUSINESS OVERVIEW

Despite a challenging economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 134.58 Crores for the year 2012-13 compared to Rs. 153.10 Crores for the previous year. The gross profit earned for the year is Rs. 34.11 Crores. After providing Rs. 1.67 Crores and Rs. 3.19 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 29.25 Crores for the year 2012-13. The operations of the Company continued to be affected due to working capital constraints and lack of bank funding.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share of Rs. 100/- each, amounting to Rs. 16,959/- as per the terms of the issue coveredbythe approved SchemeofArrangement.

- PRINTEDCIRCUITSBOARD (PCB) BUSINESS

The global Printed Circuit Board (PCB) market to grow at CAGR of 7-8 % over the period 2012-2016. One of the key factors contributing to this market growth is the increasing adoption of Smartphones and Tablet PCs. The global PCB market has also been witnessing the increasing demand for miniaturized PCBs.

The Indian PCB Industry''s product range consists of single sided, double sided & multi layer PCBs. Your company is engaged mainly in single sided PCBs for which the major market is from Lighting (CFL and LED), consumer electronics, basic telecom equipments, low-end power conversion and the auto electronics industry. There has been steady growth in the single sided PCB industry during 2012-13 due to increased demand in CFL lighting and the automotive segment.

As the company''s PCB unit is manufacturing only single sided PCBs, the growth is expected to increase by another 5% to 10% during 2013-14. To maintain the existing performance and to grow further, your company has decided to replace a few of the existing machineries on priority basis in the first half of the current fiscal. The capital budget for these activities is estimated at around Rs.120 Lakhs.

In spite of fluctuations in USD and abnormal price fluctuations in petroleum products, your company was able to sustain & achieve an increase in gross sales registering almost 51% growth when compared to the previous year''s gross sales.

- INTERNALCONTROL ANDTHEIR ADEQUACY

Your Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- FINANCIALPERFORMANCEANDANALYSIS

- Share Capital

During the year, your company issued 2,14,637 new equity shares to the eligible employees and directors who have exercised the vested options under Employees Stock Option Scheme - BPL ESOS -2009. Accordingly, the paid up Equity Share Capital of the Company as on 31st March, 2013 stood at Rs. 48.88 Crores comprising 4,88,84,818 equity shares of Rs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2013 was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

- Reserves &Surplus

The Reserves of the Company after adjusting surplus during the year 2012-13 stood at Rs. 148.69 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2013 stood at Rs. Nil.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2013 was Rs. 0.80 Crores.

- Depreciation andAmortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- CorporateTax

Since the company has not generated any taxable income for the period, no provision for taxes has been made in the books.

- HR PRACTICESAND MAJORINITIATIVES

Development activities were initiated for senior employees. A specific reward and recognition program was initiated to encourage performance based achievement. Best performing employees were also felicitated and recognized for their efforts. A high emphasis on cost effectiveness was driven through travel desk, effective manpower utilization and emphasis onlean production.

- EMPLOYEESSTOCKOPTIONSCHEME

During the period under review, 2,14,637 options were exercised and accordingly equity shares were allotted to the option grantees under the employee stock option scheme called "BPLLimited- ESOS-2009".

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is annexed to this Report.

- SAFETY,HEALTHANDENVIRONMENT

Employee engagement activities like free health check up by noted health professionals covering Dental, ophthalmology, Cardiac and women and child care was undertaken. On account of Women''s day health talk was organized. Various helpdesk were set up to facilitate employee welfare during the year.

Safety committees at all the Manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at all units. Shop in-charge personnel and all security staff have been given sufficient on job training for the usage of safety equipments while in the shop floor. Necessary consent(s) have been obtained from pollution control Board with respect to water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality.

The Company had 392 employeesasonMarch 31,2013.

- DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Loss of the company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors had prepared the accounts for the year ended 31st March, 2013, on a''going concern'' basis.

- PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARYCOMPANIES

Your Company has two subsidiary Companies viz. Bharat Energy Ventures Limited (BEVL) and BPL Power Projects (AP) Private Limited (BPPL).

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement of Profit and Loss, Directors'' Report and Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited and BPL Power Projects (AP) Private Limited, subsidiaries of your Company, are not attached to the Balance Sheet of your Company. However, the requirements under the said Circular which your Company is required to meet, will be complied with.

Your company undertakes that the annual accounts and the related detailed information of your Company''s subsidiaries i.e. Bharat Energy Ventures Limited (BEVL) and BPL Power Projects (AP) Private Limited (BPPL) will be made available to the shareholders of the Company and its subsidiaries, who seek such information at any point of time. The annual accounts of BEVL & BPPL will also be kept for inspection by any shareholders in the head office of your Company and of BEVLandBPPL.

- PARTICULARSOFEMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered office of the Company.

- CONSERVATIONOFENERGY

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.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate products for affordable healthcare, with focusinthe area of mobile health.

In the coming year, your Company will be delivering value enhancement in its existing range of in-house developed ECG, Defibrillator and Patient monitor. While the monochrome displays give way to color displays, advanced algorithms and current-technology vital sign modules are becoming part ofour product line.

- RESEARCHANDDEVELOPMENT(R&D)

- Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R&D

The Health Management Solutions Business focuses on frontline care. While new OEM products to be introduced would include Color Doppler, Ventilator, Anesthesia Workstation & Cautery, your company will expand its in- house product portfolio to include Touch-Screen patient monitors, 3 channel ECG Device, and vital sign upgrades to existing defibrillator products.

- R&D Expenditure

The Capital and Revenue Expenditure on R&D during the year amounted to Rs. 2.96 lakhs & Rs. 156.21 lakhs respectively, which is1.18%of the turnover.

- EXPORTINCENTIVESAND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the healthcare market. The coming year should see more business from these signed up alliances.

- FOREIGNEXCHANGEEARNINGSANDOUTGO

During the period under review, your Company utilized foreign exchange worth Rs. 48.94 Crores and foreign exchange earning wasRs. 0.05 Crores.

- DIRECTORS

Mr. K Jayabharath Reddy and Mr. Suraj L Mehta, Directors, retire by rotation, at the ensuing Annual General Meeting and are eligible for re-appointment.

- AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuingAnnual General Meeting and are eligible for re- appointment.

- COSTAUDITREPORT

The Cost Audit and Cost Compliance Reports submitted by Mr. Hari T Devadiga (Membership No. F 22200), Cost Accountant, for the financial year 2011-12 has been filed with Ministry of Corporate Affairs (MCA) in the prescribed xbrl format on 30th January, 2013 since the due date was extended by MCAtill 31st January, 2013.

- MANAGEMENTDISCUSSION&ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors'' Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

- ACKNOWLEDGEMENT

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 and Shareholders.

For and on behalf of the Board of Directors Bangalore Ajit G Nambiar

30th May, 2013 Chairman & Managing Director

Registered Office:

BPL Works,

Palakkad-678 007, Kerala.

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Mar 31, 2012

The Directors have pleasure in presenting the 48th Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31st March, 2012. The financial highlights on the operations of the Company are as follows:

FINANCIAL HIGHLIGHTS (Rs. in crores)

Particulars Year ended

31.03.2012 31.03.2011

Net Sales and other income 153.10 229.98

Profit before Interest, Depreciation and Tax 65.54 133.31

Less: Interest 3.66 10.45

Depreciation 7.85 7.97

Impairment Loss on Asset - 13.39

Provision for doubtful advances/ debts 0.28 0.15

Extra-ordinary items (net) 2.01 22.86

Profit / (Loss) before Tax 51.74 78.49

Deferred Tax Asset 8.95 (0.76)

Profit / (Loss) after Tax 60.69 77.73

BUSINESS OVERVIEW

Despite a challenging and volatile economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 153.10 Crores for the year 2011-12 compared to Rs. 229.98 Crores for the previous year. The gross profit earned for the year is Rs. 65.54 Crores. After providing Rs. 7.85 Crores and Rs. 3.66 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 54.03 Crores forthe year 2011-12. The operations ofthe Company though, continued to be affected due to working capital constraints and lack of bank funding.

Your Company has received the 2011 Frost and Sullivan - Best Practices Award for Market Share Leadership in Value Segment of ECG Monitors. Frost and Sullivan, a globally reputed consulting organization had recently published its market research service on "Overview of Indian ECG Equipment Market in India", based on primary and secondary research.

As per Frost and Sullivan, BPL Limited offers one of the widest and best line of products in the value segment of ECG monitors at a competitive price, and has said that the Company's in-house R&D has the ability to customize their products according to the varying needs of the customers. This makes BPL unique among its competitors. In addition, BPL's excellent after-sales service back up enables to provide one of the quickest up-time and in-service time (i.e. response time) which has paid off in setting up a strong and loyal customer base. Thus, BPL's focus on patient care with its reliable and affordable products has significantly contributed to the growth and made it a one-stop solution provider in the value segment of ECG monitor.

Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share ofRs. 100/- each, amounting to Rs. 16,959/- as per the terms of the issue covered by the approved Scheme of Arrangement.

* HEALTH MANAGEMENT SOLUTIONS (HMS)

Industry structure & developments

As India's population grows and its middle class expands, the country faces a huge social and fiscal challenge - how to provide high quality affordable healthcare to over 1.2 billion people? The Government of India is working to meet several key strategic goals like, health as a right for all citizens, universal health coverage, accessible, affordable and accountable quality health services, convergence and development of public health systems and services that are responsive to the health needs and aspirations of the people and reducing disparities in health across regions and communities by ensuring access to affordable health care. The Government's decision to make major investments in the expansion of its healthcare infrastructure is an important step in this journey.

The Health Care Industry consists of health care facilities, medical devices, diagnostic centers and medical insurance, emergency care, specialist medical care and medical tourism. It is one of India's largest business sectors in terms of revenue and employment.

The Union Budget 2012-13 has seen the excise duty increased by one percent and countervailing duty by two percent. There has been an increase in service tax from 10 percent to 12 percent, increasing the cost of installation, maintenance, and spare parts. For the common man, government initiatives like exempting Rs. 5000/- spent for preventive health check-ups from tax, healthcare being excluded from service tax, increased funding for National Rural Health Mission, the announcement of National Urban Health Mission, and additional allocation for National Skill Development Council will certainly widen healthcare coverage and ensure better medical facilities.

Opportunities and Threats

The Indian Health Care Industry is expected to grow at a steady rate, as substantial investments have been planned on healthcare delivery. Strong growth is expected from smaller cities and towns and calls for an effective Distribution and Service infrastructure.

In order to offer affordable solutions for changing healthcare demands, your Company launched a few frontline diagnostic products in the market. BPL launched 4 new products covering Patient Monitoring and Defibrillator segments viz. Defibrillator with Automated External Defibrillation (AED) facility, Public Access defibrillator, 8.4" display multi- parameter Patient Monitor and Infusion Pump. This is expected to improve the revenues for the Company in the coming years. In addition, the neighboring countries offer market opportunities for the business.

Today, BPL offers products in the areas of Cardio-pulmonary, Patient Monitoring, Imaging, Women and Child Care. The range of products include ECG, Defibrillator, Cardiac Analyzer, Stress Test System, Patient Monitor, Fetal & Maternal Monitor, Infusion Pump, Ultrasound andX-Ray.

Risks & Concerns

Engineering initiatives and R&D have become increasingly important in order to mitigate the threat of obsolescence, falling prices and imports. Your Company has therefore planned significant investments in product development and is confident of maintaining its market share with competitive products, efficient operations and superior customer service.

Multi-national companies have expanded their presence from the premium segment of devices into the value segment. Entry of new players in the traded ECG and Patient monitoring market have increased the competition in these segments. The companies are investing on increasing their reach through dealerships.

Depreciation of rupee has made imports expensive.

Outlook

While your Company made a modest export of products during the period under review, it will continue to broaden customer base by strengthening the well-established network of distributors and dealers.

During the year, your Company has been re-certified for ISO13485:2003 and ISO9001:2008. It intends to certify and expand the number of products covered under CE certifications, thus making them conform to international quality standards.

The Health Care Management Business of your Company has institutionalized the Sales CRM package to enhance Sales force effectiveness and be online with the dynamics of the market. In the coming year, Service delivery would be the focus.

Several marketing activities were implemented to double your

Company's participation in customer events and to enhance the digital footprint. This is in addition to advertisements in healthcare print media, using Frost & Sullivan Award as a platform to enhance the brand perception and communication with the field team and dealer network.

- PRINTED CIRCUITS BOARD (PCB) BUSINESS

The PCB Industry consist of single sided, double sided and multi layer PCBs. The single sided PCBs caters to Lighting Segment both in CFL and LED lighting, consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry. There was small growth in the single sided PCB industry during 2011-12 due to increased demand in CFL lighting. Further, auto electronics demand is increasing month on month for LED lighting.

Your company's PCB unit is manufacturing only single sided PCBs. The unit has commenced trading of double sided & multi layer PCBs and is expected to increase this by 15% in the coming year.

In spite of US Dollar appreciation against rupee and abnormal price fluctuations in petroleum products, which are being used for laminate manufacturing, your company was able to sustain & achieve reasonable sales in PCB business.

- RISKSAND CONCERN

The profit margins diminished to some extent due to rupee devaluation, in addition to fluctuation in petroleum products prices and copper in the international market, which has directly affected the laminate prices.

* INTERNALCONTROLANDTHEIR ADEQUACY

The Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are properly recorded and reported.

The internal control systems are supplemented by extensive programme of internal audit conducted by an external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

* FINANCIAL PERFORMANCEAND ANALYSIS Share Capital

During the year, your company issued 1,59,937 new equity shares to the eligible employees and directors who have exercised the vested options under Employees Stock Option Scheme- BPL ESOS -2009. Accordingly, the paid up Equity Share Capital of the Company as on 31st March, 2012 stood at Rs. 48.67 Crores comprising 4,86,70,181 equity shares ofRs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2012 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

Reserves & Surplus

The Reserves of the Company after adjusting surplus during the year 2011-12 stood atRs. 159.39 Crores.

Borrowings

Total borrowings of the Company as on 31st March, 2012 stood at Rs.25 Crores.

Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2012 was Rs. 0.25 Crores.

Depreciation and Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

Corporate Tax

Since the company has not generated any taxable income for the period, no provision for taxes has been made in the books.

- HR PRACTICESAND MAJOR INITIATIVES

The year saw the release of the White Book, a guide to all employees on policies and procedures to help them perform at their optimum. Focused employee communication imbibing mission, vision and values were also undertaken through sustained employee engagement activities. Impetus was also given on developmental activities.

* EMPLOYEES STOCK OPTION SCHEME

During the period under review, 1,59,937 options were exercised and accordingly, equity shares were allotted to the option grantees under the Employees Stock Option Scheme called "BPL Limited- ESOS-2009

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is annexed to this Report.

* SAFETY, HEALTHAND ENVIRONMENT

Employee engagement activities like Health talks, free health check up by noted health professionals, celebration of women's day, and various helpdesk were set up to facilitate employee welfare during the year Safety committees at all the manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at all units. Shop in-charge personnel and all security staff have been given sufficient on job training for the usage of safety equipments while in the shop floor. Necessary consent(s) have been obtained from pollution control Board with respect to water and air. Fire fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality

The Company had 410 employees as on March 31,2012.

* DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. The Directors had prepared the accounts for the year ended 31st March, 2012, on a' going concern' basis.

* PUBLICDEPOSITS

Your Company has not accepted any deposits from the public.

* SUBSIDIARY COMPANIES

Your Company has one subsidiary Company viz. Bharat Energy Ventures Limited (BEVL).

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement of Profit and Loss, Directors' Report, Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited, a subsidiary of your Company are not attached to the Balance Sheet of your Company. However, requirements which your Company is required to meet under the said circular, will be complied with.

Your company undertakes that the annual accounts and the related detailed information of your Company's subsidiary- BEVL will be made available to the shareholders of the Company and BEVL, who seek such information at any point of time. The annual accounts of BEVL will also be kept for inspection by any shareholders in the head office ofyour Company and of BEVL.

* PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) ofthe Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered office of the Company

* 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.

* TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate products for affordable healthcare.

In the coming year, your Company will be delivering results on the obsolescence management programs that are underway in its existing range of in-house developed ECG, Defibrillator and patient monitor. While the monochrome displays give way to color displays, advanced algorithms and current-technology vital sign modules would become part of our product line.

In the current year, your Company made foray into the area of critical patient care with the introduction of its syringe and volumetric pumps for facilitating drug delivery and by adding Automated External Defibrillator (AED) feature to its existing biphasic defibrillator.

* RESEARCH AND DEVELOPMENT (R & D)

Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R & D

The Healthcare Management Solutions Business focuses on frontline care. It has focused on in-house development of ECG, defibrillator and patient monitoring products in the primary care area. These products incorporate state of the art technologies and also are built to perform under rigorous working conditions, pan- India. In the coming year, your Company plans to enter the high end spectrum of ECG & Patient Monitoring Devices with an in- house developed A4 ECG system and five parameter monitors with touch screen capability, which are dominated by multinational companies.

Future Plans of Action

In line with the Product development road map and to put the Healthcare Management Solutions Business on a fast track and to strengthen and improve its products portfolio, BPL HMS will continue to collaborate with global technology companies in order to bring appropriate technologies. These products will drive the cost of healthcare down by promoting early stage diagnosis. To offer affordable solutions to the medical fraternity, your Company would continue to enhance its customer reach and service capabilities at the front end while becoming operationally more effective.

* R&D Expenditure

The Capital and Revenue Expenditure on R&D during the year amounted to Rs. 1.66 lakhs & Rs. 82.88 lakhs respectively, which is 0.55% ofthe turnover.

* EXPORT IN CENTIVES AND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the health care market by signing up distributorships in Nepal, Myanmar & Srilanka. The coming year should see more business from these alliances.

* FOREIGN EXCHANGE EARNINGS AND OUT GO

During the period under review, your Company utilized foreign exchange worth Rs. 36.93 Crores and foreign exchange earning was nil.

* DIRECTORS

Capt. S Prabhala and Mr. K S Prasad, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

* AUDITORS

M/s. T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

* MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors' Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

* ACKNOWLEDGEMENT

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 and Shareholders.

For and on behalf of the

Board of Directors

Bangalore Ajit G Nambiar

30th May, 2012 Chairman & Managing Director

Registered Office: BPL Works, Palakkad-678 007, Kerala.

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Mar 31, 2011

The Directors have pleasure in presenting the Forty Seventh Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2011. The financial highlights on the operations of the Company are as follows:

Financial Highlights (Rs. in crores)

Year ended Particulars 31.03.2011 31.03.2010

Net Sales and other income 229.67 118.50

Profit before Interest, Depreciation and Tax 133.31 30.77

Less: Interest 10.45 13.34

Depreciation 7.97 10.82

Impairment Loss on Asset 13.39 3.11

Provision for Diminution in value of investments - -

Provision for doubtful advances/ debts 0.15 0.36

Extra-ordinary items (net) 22.86 3.76

Profit / (Loss) before Tax 78.49 (0.62)

Deferred Tax Asset (0.76) 0.95

Profit / (Loss) after Tax 77.73 0.33 - BUSINESS OVERVIEW

The operations of your Company continued to be affected due to working capital constraints and lack of bank funding. The cost cutting exercises and strict funds management led your Company to register growth in operations of 11.21% compared to the previous year.

The total income recorded was Rs. 231.85 Crores for the year 2010-11 compared to Rs. 120.06 Crores for the previous year. The gross profit earned for the year is Rs. 133.30 Crores. After providing Rs. 7.97 Crores, Rs. 10.45 Crores and Rs. 13.38 Crores towards depreciation, finance charges and for impairment of assets respectively, your Company has earned a profit (before provisions & taxation) of Rs. 101.50 Crores for the year 2010- 11, resulting in decrease in the loss on the Balance Sheet.

Dividend

Your Directors, regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share of Rs. 100/- each, amounting to Rs. 16,959/- as per the terms of the issue covered by the approved Scheme of Arrangement.

- HEALTH MANAGEMENT SOLUTIONS (HMS)

Industry structure & developments

Health Care Industry consists of health care facilities, medical devices, diagnostic centers and medical insurance, emergency care, specialist medical care and medical tourism. It is one of Indias largest business sectors in terms of revenue and employment, which contributes about 5% of the GDP.

The Medical Devices division, in which your company presently operates, is poised for record growth due to increasing awareness and affordability coupled with an increasing patient pool. Growth in other divisions of the Health Care industry will also create growth opportunity for your Company and contribution of diagnostic equipment category would be significant.

Despite the working capital constraints faced, the Medical Devices business of your Company registered a healthy growth of 18 percent in terms of net sales during 2010-11 compared to its previous year. Earnings before interest and tax, as a percentage (EBITA) of net sales was 56%, in addition to improvement in working capital cycles and reduction in receivable-days.

- Opportunities and Threats

Indian Health Care Industry is expected to grow at a faster rate, as substantial investments have been planned in this sector. Strong growth is expected from smaller cities and towns and calls for an effective Distribution and Service infrastructure.

During the year, the Company launched some frontline diagnostic products in the market. This is expected to improve the revenues for the Company in the coming years. In addition, the neighbouring countries offer market opportunities for the business.

BPL today offers a comprehensive range of products for General Practice, Cardiology, Patient Monitoring, Emergency, Imaging, Women & Child Care, Eye & ENT applications. The range of products include the Stethoscope, ECG, Defibrillator, Holter, Stress Test system, Patient monitors, Foetal & Maternal monitor, Otoscope, Ophthalmoscope, Mercury-free aneroid & thermometer, Ultrasound, X-ray and C-ARM.

During the year 2010-11, BPL launched 10 new products covering ECG, Patient Monitoring, Defibrillator and Women & Child Care areas. The Healthcare Business continued to strengthen its sales of “Mercury-Free” blood pressure measuring devices. Development of four new products viz. multi Channel ECG, Public Access Defibrillators,

7" Patient Monitor and Biphasic Defibrillator with AED has beeninitiated. These are expected to be released and marketed during 2011-12.

The pace of technology change in the product range of BPL is a key risk area and therefore investments in product development have been planned in the coming years in order to mitigate the threat of obsolescence. Your Company is confident of maintaining its market share with its state of art technology, efficient operations, superior customer service.

- Outlook

While your Company started modest export of products in the current year, it will continue to broaden customer base by enhancing business development activities with our well- established network of distributors and dealers in hospital chains, and through partnership with the Governments.

During the year, your Company has been re-certified for ISO13485:2003 and ISO9001:2008. It intents to expand the number of products covered under CB & CE certifications, thus making them conform to international quality standards.

The Health Care Management Business has embarked on a product development plan as a long-term strategic plan to establish in the niche areas of the Indian and Global Healthcare Industry.

- PRINTED CIRCUITS BOARD (PCB) BUSINESS

The PCB Industry consists of single sided PCBs and double sided or multi layer PCBs. The market for single sided PCBs comes from Colour Television (CTV) segment, consumer electronics, basic telecom equipments, low-end power conversion and the lighting industry. There was no growth in the single sided PCB industry during 2010-11 due to decline in the CTV business. Further, low-cost Chinese imports were able to capture 65% of the market for single sided PCBs.

However, the demand from CFL/LED lighting, power conversion and automotive industries is growing and the Company has plans to capture these growing markets and has planned to achieve 10% growth.

- RISKS AND CONCERN

As with Indian industry in general, your Company is exposed to risks such as technology obsolescence, high interest rates, competition from low-cost imports and strong presence of multinational companies in the market. In addition, the Company also has concerns such as shortage of funds and attrition of talent. However, these risks and concerns are being addressed on a continuous basis.

- INTERNAL CONTROL AND THEIR ADEQUACY

The Company has appropriate and adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are authorized, recorded and reported fully and correctly.

The Internal control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants.

The Company has also put in place effective Budgetary Systems.

- FINANCIAL PERFORMANCE AND ANALYSIS

- Share Capital

During the year, there was no change in the share capital of the Company. The paid up Equity Share Capital of the Company as on 31st March, 2011 was Rs. 48.51 Crores comprising 4,85,10,244 equity shares of Rs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2011 was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs. 100/- each.

- Reserves & Surplus

There was no change in the Reserves of the Company during the year 2010-11 and it stood at Rs. 236.94 Crores. However, the accumulated losses on the balance sheet have decreased from Rs. 216.86 Crores to Rs. 139.14 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2011 stood at Rs. 118.47 Crores.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2011 was Rs. 0.45 Crores.

- Depreciation and Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- Corporate Tax

Since the company has not generated any taxable income for the period, no provision for taxes has been made in the books.

- HR PRACTICES AND MAJOR INITIATIVES

Participation of employees at all levels, which give them impetus to perform, was focused during the year. Best performing employees of the Company were rewarded for their contributions. Incentives systems were also re-structured and strengthened to bring in effective performance linked compensation.

Talent attraction and retention was set in motion during the year. Employee Training programmes were conducted to help the employee to improve their performance levels.

- EMPLOYEES STOCK OPTION SCHEME

An employee stock option scheme called “BPL Limited- ESOS-2009” was implemented during the year. The Compensation Committee granted 5,17,739 Stock Options to the eligible directors and employees of the Company on 9th November, 2010.

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, has been provided as Annexure to this Report.

- SAFETY, HEALTH AND ENVIRONMENT

Employee welfare activities like free medical check up, guest lectures on health concerns were also organized during the year.

The Company had 401 employees as on March 31, 2011.

- DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the accounts for the year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) The Directors had prepared the accounts for the year ended 31st March, 2011, on a ‘going concern basis.

- PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARY COMPANIES

Earlier your Company had three subsidiary Companies namely BPL Securities Private Limited, BPL Display Devices Limited and Bharat Energy Ventures Limited.

BPL Securities Private Limited was not carrying on business and this Company has made an application under the Easy Exist Scheme- 2011 announced by the Ministry of Corporate Affairs, Government of India. The Company has applied for its name struck off under Section 560 of the Companies Act, 1956 under the said Scheme. Further, BPL Display Devices Limited was ordered to be wound up under the orders of the Honorable High Court of Allahabad on 17th October, 2008. Hence, the accounts of BPL Securities Private Limited and BPL Display Devices Limited have not been provided as required by Section 212 of the Companies Act, 1956.

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited, a subsidiary of your Company are not attached to the Balance Sheet of your Company. However, requirements which your Company is required to meet under the said Circular, will be complied with.

Your company undertakes that the annual accounts and the related detailed information of your Companys subsidiary Bharat Energy Ventures Limited (BEVL) will be made available to the shareholders of the Company and BEVL, who seek such information at any point of time. The annual accounts of

BEVL will also be kept for inspection by any shareholders in the head office of your Company and of BEVL.

- PARTICULARS OF EMPLOYEES

Information required to be furnished in terms of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, has been provided by way of an Annexure to this Report.

- 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. You company launched the eco-friendly “LED examination light” in the current year and products using “Lithium–ion” batteries.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts are made for developing new technologies and to innovate products for affordable healthcare. A number of products that were “connectivity-friendly” were upgraded during the year and have been introduced into the market. New products to cater to the specific local needs have also been developed by BPL jointly with local Governments and NGOs.

In the coming year, your Company will be launching a Biphasic and Public Access Defibrillator under technology license from Corscience GmbH. An entry level Biphasic Defibrillator was launched through the said collaborator and this has recorded a good growth during the year.

In the current year, your Company made foray into diagnostic imaging with the launch of a range of conventional x-ray products. In the coming year, your Company will expand its presence in this space with high frequency technology products that would release lower levels of radiations.

- RESEARCH AND DEVELOPMENT (R & D)

- Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R & D

The Healthcare Management Solutions Business focuses on frontline care. It has focused on in-house development of ECG, defibrillator and patient monitoring products in the primary care area. These products incorporate state of the art technologies and also are built to perform under the rigorous conditions of rural India. In the current year, a Bluetooth based ECG acquisition module for use with Treadmill test systems was introduced; the popular one parameter monitor was upgraded to three parameters and monochrome monitor is being upgraded to colour monitors. In the coming years, your Company plans to enter the high end spectrum of ECG & defibrillator devices with an in-house developed A4 ECG system and Biphasic defibrillator with AED facility, which are dominated by multinational companies.

- Future Plans of Action

In line with the Product development road map and to put the Healthcare Management Solutions Business on a fast track

and to strengthen and improve its products portfolio, BPL HMS will continue to collaborate with global technology companies in order to bring appropriate technologies. These products will drive the cost of healthcare down by promoting early stage diagnosis. To offer affordable solutions to the medical fraternity, your Company would continue to enhance its customer reach and service capabilities at the front end while becoming operationally more effective.

- R&D Expenditure

The Capital and Revenue Expenditure on R&D during the year amounted to Rs. 1.14 lakhs & Rs. 98.86 lakhs respectively, which is 0.44% of the turnover.

- EXPORT INCENTIVES AND PLANS

During the year under review, your Company made a formal entry into neighbouring countries in the health care market and your Company has plans to avail export incentives available under SAARC agreements.

- FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company utilized foreign exchange worth Rs. 45.25 Crores. Foreign exchange earning was Rs. 0.64 Crores.

- DIRECTORS

Mrs. Anju Chandrasekhar and Mr. Subhash Bathe, Directors, retire by rotation, at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr. S Padmakumar resigned as Director of the Company with effect from 9th November, 2010.

- AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

- MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance

requirements, as a part of the Directors Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

- ACKNOWLEDGEMENT

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 and Shareholders.

For and on behalf of the Board of Directors

Ajit G Nambiar Chairman & Managing Director

Bangalore 27th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Forty Sixth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2010. The financial highlights on the operations of the Company are as follows:

Financial Highlights (Rs. in Crores)

Year ended

Particulars 31.03.2010 31.03.2009

Net Sales and other income 118.50 77.19

Profit before Interest, Depreciation and Tax 30.77 (0.53)

Less: Interest 13.34 11.85

Depreciation 10.82 11.40

Impairment Loss on Asset 3.11 -

Provision for Diminution in value of investments - 26.57

Provision for doubtful advances/ debts 0.36 29.00

Extra-ordinary items (net) 3.76 -

Profit / (Loss) before Tax (0.62) (79.36)

Deferred Tax Asset 0.95 66.07

Fringe Benefit Tax - (0.18)

Profit / (Loss) after Tax 0.33 (13.47)

- BUSINESS OVERVIEW

The operations of your Company continued to be affected due to working capital constraints and lack of bank funding for operations. The cost cutting exercises and strict funds management led your Company to register a small growth in operations of 5.6% compared to the previous year.

The total income recorded was Rs. 120.06 Crores for the year 2009-10 compared to Rs. 79.68 Crores for the previous year. The gross profit earned for the year is Rs. 30.77 Crores. After providing Rs. 10.82 Crores, Rs. 13.34 Crores and Rs. 3.10 Crores towards depreciation, finance charges and for impairment of assets respectively, the Company has earned a profit (before provisions & taxation) of Rs. 3.51 Crores for the year 2009-10.

Your Directors regret their inability to recommend any dividend due to insufficient profits, during the year under review.

- HEALTH MANAGEMENT SOLUTIONS (HMS) Industry structure & developments

The healthcare industry in India, in which your Company presently operates, is projected to have a good growth potential. This sector has been registering growth continuously. The growth in the sector would be driven by its main divisions like healthcare facilities, both in the private and public sectors, medical diagnostic equipments, diagnostic centers and the medical insurance sector. The contribution of diagnostic division to the health care industry would be significant. An increasing number of public and private healthcare facilities, mainly catering to populations in the tier 2 and tier 3 towns are expected to propel demand for the industry. The health insurance is growing fast and is the second largest non-life insurance segment in the country. Also, the public health system is planned to undergo a facelift with an increased allocation of Rs 22,300 crores in the Financial Year 2010-11 by the Government(s).

Each of the main divisions of the healthcare industry is poised for expansion and the growth in these divisions will either directly or indirectly create growth opportunities for the Company.

Despite the working capital constraints faced, the HMS Business of your Company registered a healthy growth of 36% in terms of net sales during 2009-10 compared to its previous year. It is also heartening to note that the earnings before interest and tax as a percentage (EBITA) of net sales in this business nearly doubled over the previous year.

- Opportunities and Threats

During the year, the HMS Division entered into a Strategic Initiative with Welch Allyn, the undisputed Global leader in Frontline Diagnostic Products. This is expected to improve the revenues for the Company in the coming years as primary care becomes a focus area for both the private and public healthcare providers. During the year, the business initiated the development of two new products viz. A4 ECG and Public Access Defibrillators. These are expected to be released and marketed during the current year.

The HMS Division had embarked upon several cost reduction initiatives, primarily in the areas of procurement, logistics and manpower rationalization. However, your company also realizes that with a rapid economic growth environment, it would be required to invest into preparedness into scaling up its supply chain capacity and capability at the shortest possible time.

The pace of technology change within the product range of BPL is a key risk area represented by the threat of obsolescence. A number of alliances and partnership proposals are under consideration in order to mitigate the threat of obsolescence within the Companys products. Your Company has also initiated efforts into addressing specific health management based programmes which would contemporize our offering as packaged solutions for various customer segments.

- Outlook

BPL Health Management Solutions will continue to build on its core strengths in the area of customer services and geographical reach besides offering to its customers, the options to build their practice brick by brick. Its product offering will be complemented by more effective diagnostic tools that would empower the point of care, primary care centers as well as the secondary care hospitals.

Your Company intends to broaden customer base by enhancing business development activities in the large corporate hospital chains, partnership with the governments in their efforts to overhaul the primary care system and service requirements in the neighboring countries such as Nepal, Srilanka, Bangladesh, Pakistan and Maldives.

The plans for new product development and R&D were severely constrained due to lack of investments in the last few years. Your Company intends to source technologies and services from organizations across the world in order to complement and keep our offering contemporary. Your Company has also strengthened its regulatory and compliance activities by inducting experienced team of professionals in this area. Apart from being able to meet the deadlines for the proposed Indian Medical Devices and Equipment Regulatory Framework introduction, your Company will also needs to prepare itself for global markets.

The HMS team has also embarked on a "future ready" master plan that would form the framework for a long term strategic plan which envisions BPL HMSs intent on gaining significant leadership in the various niche areas of the Indian and Global Healthcare Industry. The annual operating plan for 2010-11 which embeds this intent is expected to lay the foundation for a robust year on year growth.

- PRINTED CIRCUITS BOARD (PCB) BUSINESS

There was no growth in the PCB industry during the 2009-10. The main market for Single Sided PCB comes from consumer electronics, basic telecom equipment, low-end power conversion and the lighting industry. The Demand from CFL Lighting industry is robust, at around 25 million units per month and the same is growing. In Consumer Electronics business, CRT TVs account for major share of demand for PCBs and the trend is likely to remain this way for a few years till a large-scale shift towards LCD TVs takes place.

The net revenues of PCB business of your Company for the year under report, recorded 25% growth and the EBITA also showed a remarkable growth by 130% compared to 2008-09. Your Company supplied 2 million PCBs for TVs across India.

- RISKS AND CONCERN

Some of the major risks that your Company is subject to are competition and regulatory changes, and those related to exchange rate fluctuations and technological obsolescence. These kinds of risks are integral parts of every business and your Company is required to invest resources into the areas of research and development, including new product development.

Your Company is making all efforts to mitigate these risks and it endeavours to ensure that the risks associated is commensurate with the returns and enable the Company to capitalize on new opportunities.

- INTERNAL CONTROL AND THEIR ADEQUACY The Company has put in place Internal Control Systems commensurate with the size and nature of Business of the Company ensuring effective checks and balances within the systems and these systems are also being reviewed and upgraded. The Company has also a system of Internal Audit which is conducted by external qualified Chartered Accountants covering large areas including inventory management, purchase, production, sub-contract activities, accounts and finance including cash/bank operations, debtors, creditors, fixed assets and inventories, besides statutory compliances.

- FINANCIAL PERFORMANCE AND ANALYSIS

Share Capital

During the year, there was no change in the share capital of the Company. The paid up Equity Share Capital of the Company as on 31st March, 2010 was Rs.48.51 Crores comprising 4,85,10,244 equity shares of Rs 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2010 was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

- Reserves & Surplus

There was no change in the Reserves of the Company, during the year 2009-10 and it stood at Rs.236.36 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2010 stood at Rs.275.09 Crores.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2010 was Rs. 2.97 Crores.

- Depreciation and Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- Corporate Tax

Since the company has not generated any taxable income for the period, no provision for taxes has been made in the books.

- HR PRACTICES AND MAJOR INITIATIVES

The year saw offices located in different locations come together as one team (OneBPL) under one roof working with seamless communication, open space culture and transparent interactions. All support functions were consolidated through CARE (Centralized Administrative and Resource Enhancement) system and emphasis was placed on employee engagement and communication activities. This year was also the year wherein employee stock option scheme was formally announced.

- EMPLOYEES STOCK OPTION SCHEME

The Company had adopted an Employee Stock Option Scheme entitled "BPL Limited-ESOS-2009" (ESOS-2009) which was approved by the shareholders at the Annual General Meeting of the Company held on 30th September,2009. The ESOS-2009 is

framed in terms of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee, so far, has not granted Options under the Scheme, but has plans to grant Options during this fiscal.

- SAFETY, HEALTH AND ENVIRONMENT Your Company continues to lay stress on safety and healthy working environment at all its units. Activities like stress management through meditation and yoga were undertaken for all levels of employees.

BPL Limited (BPL) had 405 employees as on March 31, 2010.

- DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) the Directors had prepared the accounts for the year ended 31st March, 2010, on a going concern basis.

- PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARY COMPANIES

Bharat Energy Ventures Limited, BPL Securities Private Limited and BPL Display Devices Limited are the subsidiaries of the Company.

The audited accounts and other particulars pursuant to Section 212(1) of the Companies Act, 1956, relating to Bharat Energy Ventures Limited and BPL Securities Private Limited are appended to this Report.

BPL Display Devices Limited had been ordered to be wound up under the orders of the Honorable High Court of Allahabad, on 17th October, 2008. Hence, the accounts of the said Company do not form part of this report.

- PARTICULARS OF EMPLOYEES

Information required to be furnished in terms of Section 21 7 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, has been provided by way of an Annexure to this Report.

- 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 efforts have collectively resulted in securing the ISO 14000 EMS (Energy Management Systems) Certification. They include Water

Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

BPL has continuously invested into efforts for developing technologies and products for affordable healthcare. A number of products that were "telemedicine" enabled were introduced during the year and have been actively introduced into the market. BPL also partnered with the local governments and NGOs in developing products that addressed specific local needs.

The Company has completed a project for a Biphasic and public access defibrillator under technology licence from Corscience GmbH. The Biphasic has been introduced into the market in this year and the Public Access Defibrillator would be launched during second half of the current financial year.

- RESEARCH AND DEVELOPMENT (R & D)

- Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R & D

The HMS Division focuses on frontline care. And in the primary care area, it has developed a range of diagnostic medical equipment that empowers the healthcare personnel in the frontline. These products incorporate the state of the art technologies and also are built to perform under the rigorous conditions of rural India. Indias first Biphasic Defibrillator was launched in this year and a family of cardiac resuscitation devices, including a public access defibrillator, is planned for release in the early part of next year.

- Future Plans of Action

In line with the R&D road map and to put the HMS Division on a fast track, BPL Healthcare has entered into agreements with a number of global technology companies in order to bring appropriate technologies and to maintain and improve its products range. These products will drive the cost of healthcare down by promoting early stage diagnosis.

Your Company has entered into a licensing agreement with Corscience in Germany for using the Defibrillator technology.

- Expenditure on R&D for the year ended 31st March, 2010

Particulars (Rs. in lacs)

Capital Expenditure 23.22

Revenue Expenditure 297.30

Total 320.52

Total R & D Expenditure as a

% of turnover 2.70

- EXPORT INCENTIVES AND PLANS

The Company has plans to expand its operations to SAARC country areas and avail appropriate export incentives.

- FOREIGN EXCHANGE EARNINGS AND OUTGO During the period under review, your Company utilized foreign exchange worth Rs.44.19 Crores. Foreign exchange earnings was Rs. 2.87 lakhs.

- DIRECTORS

Mr. K Jayabharath Reddy and Mr. Suraj L Mehta, Directors, retire by rotation, at the ensuing Annual General Meeting and are eligible for re-appointment.

- AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

- MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

- ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar

27th July, 2010 Chairman & Managing Director