BPL Ltd. — AGM Information 2025

Oct 16, 2025

BPL Limited

Dynamic House, 64 Church Streat Post Box No. 5194 Bengaluru • 560 001, India. Ph : +91-80-2532 7985, 2558 9109 E-mail : lnvestorObpl.ln / Website : WWW.bpi.In CIN : L28997KL1963PLC002015

15TH October,2025

The Manager -Listing,	The Manager -Listing,
Corporate Relationship Department	National Stock Exchange of India Ltd.,
Bombay Stock Exchange Ltd	Exchange Plaza, C-1, Block G,
Phiroze Jeejeebhoy Towers	Sandra Kurla Complex,
Dalal Street	Sandra (E)
Mumbai-400001	Mumbai -400 051
Scrip code -500074	Trading Symbol -BPL

Dear Sir,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Notice of the Extra-Ordinary General Meeting

Pursuant to Regulation 30 & other applicable Regulations, if any, of the SEBI Listing Regulations, this is to inform that the Extra-Ordinary General Meeting (EGM) of the Members of BPL Limited will be held on Tuesday, 11 thNovember, 2025, at 12.00 noon. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), in compliance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. We are submitting herewith the copy of Notice of EGM .

Pursuant to Section 108 of the Companies Act, 2013 ("Act") read with Rules made thereunder and Regulation 44 of the Listing Regulations, the Company is pleased to provide its Members the facility to cast their vote by electronic means on the resolution mentioned in the Notice. The Company has fixed 5th November, 2025 as the Cut-off date for the purpose of determining eligibility of shareholders to cast their votes by remote e-voting le-voting during the EGM. The business as set out in the Notice shall be transacted through voting by electronic means only.

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs and SEBI , the Notice of the EGM has been sent through electronic mode on 161h

October, 2025 only to those shareholders whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") as at the close of business hours on Friday, 10th October, 2025 and who have registered their email address(es) with the Company/ RTA/ Depositories. The said documents are also available on the website of the Company at www.bpllimited.com.

The facility of e-voting will be available for the following period:

Commencement of e-voting	End of e-voting
Saturday, 8th November, 2025 at09:00 a.m. (1ST)	1 othMonday,November, 2025 at 5:00p.m.(1ST)

The copy of the said EGM Notice is also uploaded on the website of the Company i.e. www.bPllimited.com Kindly take the above information on your record.

Thank you,

Yours Faithfully,, For Bpi Limited

@n

Divya Bhardwaj Company Secretary & Compliance Officer

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-ordinary General Meeting (EGM) of BPL Limited will be held on Tuesday, the 11th November, 2025 at 12.00 noon 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 to transact the following business:

SPECIAL BUSINESSES

1) Post Facto approval of Material Related Party Transaction of Rs.100 crores with E R Computers Private Limited

To consider, and, if thought fit, approve the material related party transaction(s) entered into by the Company during financial years 2025-26 and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company ("Board"), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with M/s E R Computers Private Limited, a related party of the Company, as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business of the Company upto a sum of Rs.100 crores.

RESOLVED FURTHER THAT the Board is hereby authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard."

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to secure the above loan by way of creation of charge/pledge on the tangible/intangible assets of the Company and registering the same with relevant authorities.

2) Post Facto approval for Material Related Party Transaction of Rs.16 crores with Electronic Research Private Limited, a Promoter Company

To consider, and, if thought fit, approve the material related party transaction(s) entered into by the Company during financial years 2024-25 and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company ("Board"), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with M/s Electronic Research Private Limited, a related party of the Company, as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business of the Company not exceeding a sum of Rs.16 crores.

RESOLVED FURTHER THAT the Board is hereby authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard."

By order of the Board

Sd/-

Ajit G Nambiar 13/10/ 2025 Chairman & Managing Director Bangalore DIN: 00228857

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

NOTES:

• 1. 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 EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
• 1. The Members can join the EGM 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 EGM through VC/OAVM will be made available for 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 EGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 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 EGM. For this purpose, the Company has entered into an agreement with 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 EGM will be provided by CDSL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.bpllimited.com. The Notice can also be accessed from the websites 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 the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• 1. The relative Explanatory Statement pursuant to Section 102 of the Act, setting out material facts concerning the business under Item No. 1, 2 & 3 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this EGM is also annexed.
• 1. 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.
• 1. In case of joint holders attending the EGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
• 1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Members by writing an e-mail to the Company Secretary at investor@bpl.in.
• 1. Since the EGM will be held through VC / OAVM, no Route Map is annexed to this Notice.

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

The remote e-voting period begins on Saturday, 08/11/2025 at 09:00 A.M. and ends on Monday, 10/11/2025 at 5:00P.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. 05/11/2025, 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 05/11/2025.

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:

Step 1: Access to NSDL e-Voting system

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

In terms of SEBI circular dated December 9, 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 for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
1.Individual2.Shareholdersholdingsecuritiesindematmode with NSDL.3.4.5.	ForOTPbasedloginyoucanclickon https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have toenter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP.Enter the OTP received on registered email id/mobile number and click on login. Aftersuccessful authentication, you will be redirected to NSDL Depository site wherein youcan see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting.ExistingIDeASusercanvisitthee-ServiceswebsiteofNSDLViz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the eServices home page click on the "Beneficial Owner" icon under "Login" which isavailable under 'IDeAS' section , this will prompt you to enter your existing User IDand Password. After successful authentication, you will be able to see e-Votingservices 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-Votingservice provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL forcasting your vote during the remote e-Voting period or joining virtual meeting &voting during the meeting.If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select "Register Online for IDeAS Portal" or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jspVisit 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. Oncethe home page of e-Voting system is launched, click on the icon "Login" which isavailable under 'Shareholder/Member' section. A new screen will open. You will haveto enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),Password/OTP and a Verification Code as shown on the screen. After successfulauthentication, you will be redirected to NSDL Depository site wherein you can see eVoting page. Click on company name or e-Voting service provider i.e. NSDL and youwill be redirected to e-Voting website of NSDL for casting your vote during the remotee-Voting period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

Individual1.Shareholdersholdingsecuritiesindematmode with CDSL2.	Users who have opted for CDSL Easi / Easiest facility, can login through their existinguser id and password. Option will be made available to reach e-Voting page withoutany further authentication. The users to login Easi /Easiest are requested to visit CDSLwebsite www.cdslindia.com and click on login icon & New System Myeasi Tab andthen use your existing Myeasi username & password.After successful login the Easi / Easiest user will be able to see the e-Voting option for
	eligible companies where the evoting is in progress as per the information providedby company. On clicking the evoting option, the user will be able to see e-Voting pageof the e-Voting service provider for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting. Additionally, there isalso links provided to access the system of all e-Voting Service Providers, so that theuser can visit the e-Voting service providers' website directly.
3.	If the user is not registered for Easi/Easiest, option to register is available at CDSLwebsite www.cdslindia.com and click on login & New System Myeasi Tab and thenclick on registration option.
4.	Alternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from a e-Voting link available on www.cdslindia.com homepage. The system will authenticate the user by sending OTP on registered Mobile &Email as recorded in the Demat Account. After successful authentication, user will beable to see the e-Voting option where the evoting is in progress and also able todirectly access the system of all e-Voting Service Providers.
IndividualShareholders (holdingsecuritiesindematmode) login throughtheirdepositoryparticipants	You can also login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSL for e-Voting facility. upon loggingin, you will be able to see e-Voting option. Click on e-Voting option, you will beredirected to NSDL/CDSL Depository site after successful authentication, wherein youcan 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 voteduring the remote e-Voting period or joining virtual meeting & voting during themeeting.

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
Individual Shareholders holding securities indemat mode with NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.com or callat 022 - 4886 7000
Individual Shareholders holding securities in	Members facing any technical issue in login can contact CDSL
demat mode with CDSL	helpdeskbysendingarequestat
	helpdesk.evoting@cdslindia.com or contact at toll free no.
	1800-21-09911

B) Login Method for e-Voting and joining virtual meeting 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.

2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.

3. 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 eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices 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 :

Manner of holding shares i.e. Demat (NSDL	Your User ID is:
or CDSL) or Physical
a) For Members who hold shares in demataccount with NSDL.	8 Character DP ID followed by 8 Digit ClientID
	For example if your DP ID is IN300*** andClient ID is 12****** then your user ID isIN30012***.

b) For Members who hold shares in demataccount with CDSL.	16 Digit Beneficiary IDForexampleifyourBeneficiaryIDis12************** then your user ID is12**************
c) For Members holding shares in PhysicalForm.	EVEN Number followed by Folio Numberregistered with the companyFor example if folio number is 001*** andEVEN is 101456 then user ID 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 email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email 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 email ID is not registered, please follow steps mentioned below in process for those shareholders whose email 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.com 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.

2. Now, you will have to click on "Login" button.

3. 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 also "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 casivcarajanp@gmail.com, with a copy marked to evoting@nsdl.com. 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 or send a request to evoting@nsdl.com

Process for those shareholders whose e-mail 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 (Company email id).
• 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 shareholders 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.com for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 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 THE EGM ARE AS UNDER:

• 1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote evoting.
• 1. Only those Members/ shareholders, who will be present in the EGM 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 EGM
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
• 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 EGM shall be the same person mentioned for Remote e-voting.

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

• 1. Member will be provided with a facility to attend the EGM 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 to investor@bpl.in, ). The same will be replied by the company suitably.

QUESTIONS &ANSWERS SESSION AND REGISTRATION OF SPEAKERS AT EGM

1. Questions prior to e-EGM:

Members who would like to express their views or ask questions during the EGM 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 at investors@bpl.in from 05/11/2025- to 08/11/2025. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

1. Due to limitations of transmission and coordination during the Q&A session, the company may dispense with the speaker registration during the e-EGM conference.

By order of the Board

Sd/-

10/10/ 2025 Ajit G Nambiar Bengaluru Chairman & Managing Director DIN: 00228857

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As required by Section 102 of the Companies Act, 2013 (the "Act"), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Explanatory Statement sets out all material facts relating to the business mentioned under Items No. 1 and 2 of the accompanying Notice dated October 13 , 2025:

Item No. 1.

The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm's length basis. Effective from April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) ₹ 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

The Company had filed a Special Leave Petition (SLP) before Supreme Court challenging the order of a Division Bench of High Court, Delhi in respect of alleged dues of an unsecured creditor. To comply with the order of the lower courts, the company borrowed a sum of Rs.96 crores on 12th September, 2025 from M/s E R Computers Private Limited, a related party at an interest of 18% p.a. and the said amount has been deposited with Supreme Court on 16th September, 2025. The Company proposes to enter certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), have crossed the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, post-facto approval of the Members is also permissible and hence, it is sought for such arrangements / transactions undertaken by the Company. The said transaction is in the ordinary course of business of the Company and on an arm's length basis.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, reviewed and approved at its meeting the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms' length basis and in the ordinary course of business of the Company. However, the members may kindly note that the company has already obtained approval of members via postal ballot held on 11th March 2017 to borrow funds of Rs.200 crores, over and above the available limits to the company as per Sec 180 of the Companies Act, 2013. Since Regulation 23 of SEBI (LODR) Regulations, 2015 mandates separate approval of the members for a material transaction with a related party, the company is seeking it now.

Except Mr. Ajit G Nambiar and Mrs. Anju Chandrasekhar, Directors, none of the other directors, KMPs or relatives is concerned or interested in the resolution. Your Directors' recommend passing of the resolutions contained in Item No. 1 of this Notice.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is provided herein below

Resolution Item No. 1: Particulars of material related party transactions between BPL Limited and E R Computers Private Limited

	Sl No Particulars	Details
1	Nameoftherelatedpartyanditsrelationship with the listed entity or itssubsidiary, including nature of its concernor interest (financial or otherwise)	M/s E R Computers Private Limited ("ERC")Mr.Ajit G Nambiar and Mrs.Anju Chandrasekhar arecommon directors on both the companies and havecontrolling interest.
2	Type,tenure,materialtermsandparticulars	Borrowings from E R Computers on urgent basis.Material terms and conditions are based on thecontracts which inter alia include the rates based onprevailing/ extant market conditions and commercialterms as on the date of entering the contract(s).Post Facto approval of the shareholders is being soughtfor entering into an agreement for transaction whichtook place on 12 /09/2025.
3	Value of the transaction	Up to Rs. 100 crores.
4	The percentage of the listed entity's annualconsolidated turnover, for the immediatelyprecedingfinancialyear,thatisrepresented by the value of the proposedtransaction (and for a RPT involving asubsidiary, such percentage calculated onthebasisofthesubsidiary'sannualturnover on a standalone basis shall beadditionally provided)	73.01%of annual consolidated turnover of theCompany for FY2024-25.
5	If the transaction relates to any loans,inter-corporatedeposits,advancesorinvestments made or given by thelisted entity or its subsidiary:	Not applicable
	i)detailsofthesourceoffundsinconnectionwiththeproposedtransaction;	Not Applicable
ii)••	whereanyfinancialindebtednessisincurred to make or give loans, intercorporatedeposits,advancesorinvestments,nature of indebtedness;cost of funds; andtenure;	Not Applicable

	Sl No Particulars	Details
	ii) applicable terms, including covenants,tenure,interestrateandrepaymentschedule, whether secured or unsecured; ifsecured, thenature of security; and	Not Applicable
	iii) the purpose for which the funds will beutilised by the ultimate beneficiary of suchfunds pursuant tothe RPT	Not Applicable
6	Justification as to why the RPT is in theinterest of the listed entity	The Company took this loan from one of its PromoterCompanies to deposit it with Supreme Court Treasury incompliance with theorders of the lower courts onurgent basis.
7	Any valuation or other external reportrelied upon by the listed entity inrelation to the transactions	Not Applicable
8		Any other information that may be relevantAll relevant / important information forms part ofthis Statement setting out material facts pursuant toSection 102(1) of the Companies Act, 2013 are set out inthe explanatory statement.

Item No.2.

The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm's length basis. Effective from April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) ₹ 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

M/s Electronic Research Private Limited, one of the related parties, had entered a joint development with a renowned builder to build premium flats in a prime area in Bengaluru. The area in which the property was proposed to be developed is a fast-growing commercial and business hub. Your company evinced interest and accordingly advanced upto Rs.16 crores in few tranches initially. The terms and conditions which were earlier discussed with the developer by the related party underwent sea changes which were not conducive and not practical in getting the duly completed flats within the agreed time frame.

The company preferred to pull it back from the proposed transaction and got back refund of entire sum of Rs.16 crores paid by it. Since the transaction carried out by the company with a related party was halfway through, no definite agreements were executed, and the arrangement was called off with the refund of entire advance. Accordingly, as per the SEBI Listing Regulations, post facto approval of the Members is also permissible and is being sought for such arrangements / transactions undertaken by the Company. The said transaction was in the ordinary course of business of the Company and on an arm's length basis.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, reviewed and approved at its meeting the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms' length basis and in the ordinary course of business of the Company. However, the members may kindly note that the company has already obtained approval of members via postal ballot held on 11th March 2017 to borrow funds of Rs.200 crores, over and above the available limits to the company as per Sec 180 of the Companies Act, 2013. Since Regulation 23 of SEBI (LODR) Regulations, 2015 mandates separate approval of the members for a material transaction with a related party, the company is seeking it now.

Except Mr. Ajit G Nambiar and Mrs. Anju Chandrasekhar, Directors, none of the other directors, KMPs or relatives is concerned or interested in the resolution. Your directors recommend passing of the resolutions contained in Item No. 2 of this Notice.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is provided herein below

Particulars of material related party transactions between BPL Limited and Electronic Research Private Limited

SN	Particulars	Details
1	Nameoftherelatedpartyanditsrelationship with the listed entity or its	Electronic Research Private Limited ("ERPL")
	subsidiary, including nature of its concernor interest (financial or otherwise)	ERPL is an entity under common control/directorship with theCompany.
		Mr.Ajit G Nambiar and Mrs.Anju Chandrasekharare commondirectors on both the companies.)
2	Type,tenure,materialtermsandparticulars	Advance paid to ERPL for buying premium flats.Material terms and conditions werebased on the contractswhich inter alia include the rates based on prevailing/ extantmarket conditions and commercial terms as on the date ofentering into the contract(s).
		Post Facto Approval of the shareholders is being sought forentering into an agreement for transaction entered in 2024-2025
3	Value of the transaction	Up to Rs.16 crores.
4	The percentage of the listed entity'sannual consolidated turnover, for theimmediately preceding financial year, thatis represented by the value of the proposedtransaction (and for a RPT involving asubsidiary, such percentage calculated onthebasisofthesubsidiary'sannualturnover on a standalone basis shall beadditionallyprovided)	22.24% of annual consolidated turnover of the Company forFY2023-24
5	If the transaction relates to any loans,inter-corporatedeposits,advancesorinvestments made or given by thelisted entity or its subsidiary:
	i) details of the source of funds inconnectionwiththeproposedtransaction;	These funds were generated from internal accruals andsavings.

iii)	whereanyfinancialindebtednessis	No.
	incurred to make or give loans, inter
	corporatedeposits,advancesor
	investments,
•	nature of indebtedness;
•	cost of funds; and
•	tenure;
	iii) applicable terms, including covenants,	Not Applicable
	tenure,interestrateandrepayment
	schedule, whether secured or unsecured; if
	secured, the
	nature of security; and
	iv) the purpose for which the funds will be	The company got refund of entire advance paid to the related
	utilised by the ultimate beneficiary of such	due to non-compatibility of the revised terms and conditions
	funds pursuant tothe RPT	and in ordinate delay foreseen in the real estate industry
6	Justification as to why the RPT is in the	The Company had planned to buy few premium flatsand had
	interest of the listed entity	it been successful in getting those flats, the company would
		have earned appreciation in value shortly as the property
		developed was in a prime place.
7	Any valuation or other external report	No. The company made internal assessments and on the fact
	relied upon by the listed entity inrelation	of speedy growth in real estate in that area.
	to the transactions
8	Anyotherinformationthatmaybe	All relevant / important information forms part of
	relevant	this Statement setting out material facts pursuant to Section
		102(1) of the Companies Act, 2013

By order of the Board

Sd/-

Ajit G Nambiar Chairman & Managing Director

10/10/2025 Bengaluru

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