BPL Ltd. — AGM Information 2023

Sep 5, 2023

NOTICE is hereby given that the 59th Annual General Meeting (AGM) of the members of BPL Limited will be held on Wednesday, the 27th September 2023 at 11:00 A.M. through Video conferencing (VC)/Other Audio Visual Means (OVAM) for which purpose the Registered Office of the company situated at BPL Works, Palakkad -678 007, Kerala, India, shall be deemed to be made there at, to transact the following business:

ORDINARY BUSINESS:

• To consider and adopt 1)
  • a) the audited financial statements of the company for the financial year ended on 31st March 2023, the report of the Board of Directors and Auditors thereon; and
  • b) the audited Consolidated Financial Statements of the company for the financial year ended 31st March 2023 and report of auditors thereon.
• To declare dividend of Rs. 0.001 per share on the Preference Shares for the financial year ended 31st March 2023 2)
• To appoint a Director in place of Mrs.Anju Chandrasekhaer (DIN: 00228746 ), who retires by rotation and being eligible, offers herself for reappointment. 3)

"RESOLVED THAT, pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), Mrs.Anju Chandrasekhar (DIN:00228746) Director, who retires by rotation and being eligible, offers herself for reappointment, be and is hereby re-appointed as a Director of the company who is liable to retire by rotation".

NOTES:

• Pursuant to the Circular No. 14/2020 (dated April 8, 2020), Circular No.17/2020 (dated April 13, 2020) Circular No. 20/2020 (dated May 5, 2020), Circular No. 02/2021 (dated January 13, 2021), Circular No. 19/2021 (dated December 8, 2021), Circular No. 21/2021 (dated December 14, 2021), Circular No.2/2022 (dated May 5, 2022) and Circular No. 11/2022 (dated December 28, 2022), issued by the Ministry of Corporate Affairs (MCA) and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated (May 12, 2020), SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 (dated January 15, 2021), SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 (dated May 13, 2022) and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 (dated January 5, 2023) (hereinafter referred to as 'Circulars'), AGM will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM), where physical attendance of the Members at the AGM venue is not required. Further, all resolutions in the meeting shall be passed through the facility of e-Voting/ electronic system. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting. 1.
• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Security Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL. 2.
• Members holding shares in physical form are requested to advise any change of address immediately to the Company's Registrar and Share Transfer Agent. Members holding shares in electronic form must send the advice about change in address to their respective Depository Participant only and not to the Company or the Company's Registrar and Share Transfer Agent. 3.
• In case of joint holders attending the meeting, only such joint holder who is higher in the order of names, will be entitled to vote at the Meeting. 4.
• During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the said Act and other documents referred to in the explanatory statement will be available by writing an e-mail to the Company Secretary at investor@bpl.in. 5.
• In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 15, 2021 read with SEBI Circular dated May 12, 2020, Notice of AGM along with Annual Report 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered 6.

with the Company / Depository Participants. Members may note that the Notice of AGM and the Annual Report 2022-23 will also be available on the Company's website at www.bpllimited.com, on the website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL -https://www.evoting.nsdl.com.

• Since the AGM will be held through VC, the route map, proxy form and attendance slips are not annexed to this Notice. 7.
• Information under Regulation 36 (3) ofthe SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings, in respect ofthe Directors seeking appointment/re-appointment at the AGM, formsintegral part ofthe notice. The concerned Directorhas furnished therequisitedeclarations forher appointment and her brief profileformspartoftheexplanatory statement. 8.
• In accordance with Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all requests for transfer of securities, including transmission and transposition requests, shall be processed only in dematerialised form. In view of the same and to get inherent benefits of dematerialisation, Members holding shares of the Company in physical form, are requested to kindly get their shares converted into dematerialised form. Members can contact Company's RTA at @kfintech.com for assistance in this regard. Further, Members may please note that SEBI vide its Circular dated 25th January 2022 mandated listed companies to issue securities in demat form only, while processing any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the website of the Company at www.bpllimited.com. 9.
• SEBI vide its Circular dated 16th March 2023 mandated furnishing of PAN, KYC details (i.e. postal address with pin code, email address, mobile number, bank account details) and Nomination details by holders of physical securities. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant. In terms of above Circular, folios of physical shareholders wherein any one of the said details such as PAN, email address, mobile number, bank account and nomination are not available, shall be frozen with effect from October 1, 2023 and such physical shareholders will not be eligible to lodge grievances or avail service requests from the RTA of the Company and will not be eligible for receipt of dividend in physical mode until the said details are furnished. Further, shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988. 10.
• Members are requested to intimate changes, if any, about their name, postal address, e-mail address, telephone/ mobile numbers, PAN, power of attorney registration, Bank Mandate details, etc. to their Depository Participant ("DP") in case the shares are held in electronic form and to the Company's Registrar and Share Transfer Agent at Nageswara.raop@kfintech.com, in case the shares are held in physical form, in prescribed Form No. ISR-1, quoting their folio number and enclosing the self-attested supporting document 11.
• The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Company's RTA. 12.
• AGM shall be convened through VC/ OAVM in compliance with applicable provisions of the Companies Act, 2013 read with Circulars. 13.
• Mr.P Sivarajan, has been appointed as the Scrutinizer to scrutinize the e-Voting process in a fair and transparent manner 14.
• The Scrutinizer shall submit not later than 2 working days of conclusion of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall counter sign the same 15.
• The Results shall be declared by the Chairman, or the person authorised by him in writing not later than 2 working days of conclusion of the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website (www.bpllimited.com) and on the website of NSDL (www.evoting.nsdl.com) immediately after the result is declared by the Chairman. 16.
• To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or staying abroad or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for a long period. The statement of holdings should be obtained from the concerned Depository Participants and holdings should be verified periodically. 17.

18. All documents, dematerialization requests and other communications in relation thereto should be addressed directly to the Company's RTA - KFin Technologies Limited, at the address available elsewhere in the report.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

NSDL e-Voting System For voting and Joining Virtual meetings

• 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated 8th April 2020, Circular No.17/2020 dated 13th April 2020 and Circular No. 20/2020 dated 5th May 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
• 2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated 8th April 2020, 13th April 2020 and 5th May 2020, the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized e- Voting's agency. The facility of casting votes by a member using remote e-voting as well as the evoting system on the date of the AGM will be provided by NSDL.
• 3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 5. Pursuant to MCA Circular No. 14/2020 dated 8th April 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
• 6. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated 8th April 2020 and MCA Circular No. 17/2020 dated 13th April 2020 and MCA Circular No. 20/2020 dated 5th May 2020.

INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

The remote e-voting period begins on Friday, 22nd September, 2023 at 9.00 A.M. and ends on Tuesday, 26th September, 2023 at 5.00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 20th September, 2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 20th September, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Access to NSDL e-Voting system Step 1 :

A) Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9th December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login Method
1.Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the"Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will promptyou to enter your existing User ID and Password. After successful authentication, you will be ableto see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Votingservices and you will be able to see e-Voting page. Click on company name or e-Voting serviceprovider i.e., NSDL and you will be re-directed to e-Voting website of NSDL for casting your voteduring the remote e-Voting period or joining virtual meeting & voting during the meeting.
2.If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select"RegisterOnlineforIDeASPortal"orclickat:https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the homepage of e-Voting system is launched, click on the icon "Login" which is available under'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e.your sixteen digit demat account number hold with NSDL), Password/OTP and a VerificationCode as shown on the screen. After successful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click on company name or e-Voting serviceprovider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during theremote e-Voting period or joining virtual meeting &voting during the meeting.4. Shareholders/Members can also download NSDL MobileApp "NSDL Speede" facility by scanning the QR codementioned below for seamless voting experience.
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id andpassword. Option will be made available to reach e-Voting page without any furtherauthentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existingmy e-asi username & password.
2.After successful login the Easi / Easiest user will be able to see the e-Voting option for eligiblecompanies where the e-voting is in progress as per the information provided by company. Onclicking the e-voting option, the user will be able to see e-Voting page of the e-Voting serviceprovider for casting your vote during the remote e-Voting period or joining virtual meeting &voting during the meeting. Additionally, there is also links provided to access the system of all eVoting Service Providers, so that the user can visit the e-Voting service providers' websitedirectly.
3.If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registrationoption.
4.Alternatively, the user can directly access e-Voting page by providing Demat Account Numberand PAN No. from a e-Voting link available on www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be able to see the e-Voting option where thee-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders (holding	You can also login using the login credentials of your demat account through your Depository
securities in demat mode) login	Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e
through their Depository	Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
Participants (DP)	successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
	service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
	during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login Type	Helpdesk details
IndividualShareholdersholdingsecurities in Demat mode with NSDL.	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at 022-4886 7000 and 022-2499 7000
IndividualShareholdersholdingsecurities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no.: 1800 22 55 33

B) Login Method for e-Voting and joining virtual meetings for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' Section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e., IDEAS, you can log-in at https://e-services.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

1. Your User ID details are given below:

a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is 12****** thenyour user ID is IN30012***.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary IDFor example, if your Beneficiary ID is 12************** then youruser ID is 12**************
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with thecompany.For example, if folio number is 001*** and EVEN is 101456 then userID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c) How to retrieve your 'initial password'?

  • (i) If your e-mail ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your e-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose e-mail ids are not registered.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to casivarajanp@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the 'Frequently Asked Questions (FAQs)' for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Falguni Chakraborthy at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to www.bpllimited.com
• 1. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated 9th December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF AGM ARE AS UNDER:

• 1. The procedure for e-Voting on the day of AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.

QUESTIONS & ANSWERS SESSION AND REGISTRATION OF SPEAKERS AT AGM

1. Questions prior to e-AGM:

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number to investors@bpl.in from 18th September 2023 (9:00 A.M. IST) to 23rd September, 2023 (5:00 P.M. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Notice of Annual General Meeting Notice of Annual General Meeting

• 1. Due to limitations of transmission and coordination during the Q&A session, the company may dispense with the speaker registration during the e-AGM conference.
• 1. Speaker Registration during e-AGM session: In case of decision to allow the Q&A session in the meeting,click on "Speaker Registration"by mentioning the demat account number/folio number, city, email id, mobile number and submit.

By Order of the Board

11th August, 2023

Bangalore Chairman & Managing Director DIN: 00228857 Ajit G Nambiar

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

Particulars as required for re-appointment of Director pursuant to provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015

Item No.3

Information required to be furnished under Regulation 36(3) of the SEBI (LODR) Regulations 2015 and Secretarial Standard 2 on General Meetings. The particulars of Director who is proposed to be re-appointed at this meeting aregiven below:

Name and DIN	Mrs. Anju Chandrasekhar (DIN - 00228746)
Date of Birth & Age	19th May, 1967, 56 years
Nationality	Indian
Original date of appointment	31st December, 1991
Date of previous appointment	29th September, 2021
Relationship with other Directors	Mrs. Anju Chandrasekhar is related to Mr.Ajit G Nambiar, Director of theCompany. None of the other Director is concerned or related toMrs. Anju Chandrasekhar
Qualification	An MBA from Boston University, USA.
Expertise in specific functional areas	She is the Director, currently heading the Corporate Affairs of the Company HR,Legal, Administration and Secretarial functions.
Number of shares & % of holding	74,600 equity shares & 0.15% holding
Name of the companies in whichMrs. Anju Chandrasekharis a Director	1. Nambiar Intl. Investment Co. Pvt. Ltd., 2. Anan Properties & Finance Co.,Pvt. Ltd., 3. E R Computers Pvt. Ltd., 4. Electro Investment Pvt. Ltd.,5. Electronic Research Pvt. Ltd, 6. Virtual Properties & Estates Pvt. Ltd,7. Dynamic Electronics Pvt. Ltd, 8. Technocity Digital Electronics Pvt. Ltd.,9. Asian Age (India) Pvt. Ltd., 10. BPL Medical Technologies Pvt. Ltd.,11. BPL Power Projects (AP) Pvt. Ltd., 12. Bharat Energy VenturesPvt. Ltd. 13.PanIndia Telecommunications Network Pvt. Ltd.
Chairmanships/Memberships of Committees in other PublicLimitedCompanies(IncludingAuditCommitteeandStakeholders Relationship Committee)	NIL
Number of Board meetings attended during the FY 2022-23	4

The re-appointment of Mrs. Anju Chandrasekhar, as a director on the board of the company complies with the required provisions of Section 152 of the Companies Act, 2013 with regard to re-election of a director.

The Nomination & Remuneration Committee at its meeting held on 29th May, 2023 has recommended the said re-appointment and accordingly, the Board too recommends the resolution as set out at Item No. 3 of the Notice as an Ordinary Resolution in relation to the re- election of Mrs. Anju Chandrasekhar, as a Director, for approval of the shareholders of the Company

Except Mr. Ajit G Nambiar, being a relative of Mrs. Anju Chandrasekhar, none of the Directors and Key Managerial Personnel of the Company or their respectiverelative is concerned or interested financially or otherwise in resolution at Item No. 3 of the accompanying Notice.

ATTENDANCE RECORD OF DIRECTOR WHO SEEK APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Name of the Director	No. of Boardmeetings heldduring 2022-23	No. of Boardmeetings attended	Last AGMAttendance(Yes/No.)	No. of Sharesheld
Mrs. Anju Chandrasekhar	6	4	Yes	74,600

This Explanatory Statement together with the accompanying Notice may also be regarded as a disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI.

By Order of the Board

Bangalore Chairman & Managing Director DIN: 00228857 Ajit G Nambiar

11th August, 2023

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