BPL

BPL Limited

28B/29, KIADB, Industrial Area,

Veerapura Post, Doddaballapura-561203

Bengaluru District, Karnataka, India.

Ph: +91 80 2558 1343

E-mail: [email protected] / Website: www.bpllimited.com

CIN: L28997KL1963PLC002015

29th May 2026

Dear Sir,

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2026

Pursuant to Regulation 24A(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with the applicable circulars issued by the Securities and Exchange Board of India, BSE Limited and the National Stock Exchange of India Limited, please find enclosed herewith the Annual Secretarial Compliance Report of BPL Limited for the year ended March 31, 2026, issued by M/s. Madhwesh Prathap and Associates, Practicing Company Secretaries and the secretarial auditors of the Company.

Thank you,

BPL LIMITED

Divya Bhardwaj
Company Secretary & Compliance Officer

MADHWESH PRATHAP AND ASSOCIATES

Practicing Company Secretaries

NO.157, 1ST FLOOR, 25TH MAIN, KALAPPA BLOCK, SRINAGAR, BENGALURU-560050

Secretarial Compliance Report of BPL LIMITED for the financial year ended 31.03.2026

We have conducted the review of the compliance of the applicable statutory provisions by BPL LIMITED ("Listed Entity"). The review was conducted in a manner that provided us a reasonable basis for evaluating the statutory compliances and expressing our opinion thereon.

We have conducted the review in accordance with the Guidelines issued by the Institute of Company Secretaries of India ("ICSI"), for the purpose of providing Annual Secretarial Compliance Report (ASCR) of the listed entity as required under regulation 24A(2) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 and circulars issued thereunder and my observations are given below.

We have examined:

(a) all the documents and records made available to us and explanation provided by BPL LIMITED ("the listed entity"),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31.03.2026 ("Review Period") in respect of compliance with

the provisions of :

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined,

include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (herein after referred to as LODR)

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (herein after referred to as ICDR)
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (herein after referred to as SAST)
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (herein after referred to as PIT)

and circulars/ guidelines issued thereunder;

I/We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

I. (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

| Sr. No. | Compliance Requirement (Regulations/circulars/guide-lines including specific clause) | Regulation/CircularNo. | Deviations | Action Taken by | Type of Action
Advisory/Clarification/Fine/Show Cause Notice/Warning, etc. | Details ofViolation | Fine Amount | Observations/Remarks of the Practicing Secretary | Man-age-ment Re-sponse | Remarks |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1 | Material RPT | Reg 23 of LODR | Material RPT (ER Computer borrowing) occurred on 12-09-2025 is more than Rs.1 cr. Audit committee approval granted on 07th November 2025. | No action taken | Not applicable | Material RPT (ER Computer borrowing) occurred on 12-09-2025 is more than Rs.1 cr. Audit committee approval granted on 07th November 2025. | Not assessed by stock exchange / SEBI | Material RPT (ER Computer borrowing) occurred on 12-09-2025 is more than Rs.1 cr. Audit committee approval granted on 07th November 2025. | | None |
| 2 | Material RPT | Reg 23 of LODR | Material RPT (ER Computer borrowing) occurred on 12-09-2025 and the EGM approval was taken on 11-11-2025. | No action taken | Not applicable | Material RPT (ER Computer borrowing) occurred on 12-09-2025 and the EGM approval was taken on 11-11-2025. | Not assessed by stock exchange / SEBI | Material RPT (ER Computer borrowing) occurred on 12-09-2025 and the EGM approval was taken on 11-11-2025. | | None |

| Sr. No | Compliance Requirement (Regulations/circulars/guide-lines including specific clause) | Regulation/CircularNo. | Deviations | Action Taken by | Type of Action
Advisory/Clarification/Fine/Show Cause Notice/Warning, etc. | Details ofViolation | Fine Amount | Observations/Remarks of the Practicing Company Secretary | Man-age-ment Re-sponse | Remarks |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | • Sales to & purchases from BPL Telecom Private Limited (including breakup of amounts transacted)
• Trade advances to Electronic Research Private Limited | | | • Sales to & purchases from BPL Telecom Private Limited (including breakup of amounts transacted)
• Trade advances to Electronic Research Private Limited | | • Sales to & purchases from BPL Telecom Private Limited (including breakup of amounts transacted)
Trade advances to Electronic Research Private Limited | | |
| 5 | Related party transactions | Regulation 2.3 of LODR | Half yearly RPT data for the half year ended 30-09-2025 not yet taken uploaded to the website of the company | No action taken | Not applicable | Half yearly RPT data for the half year ended 30-09-2026 not yet uploaded to the website of the company | Not assessed by stock exchange / SEBI | Half yearly RPT data for the half year ended 30-09-2026 not yet uploaded to the website of the company | | None |

(b) The listed entity has taken the following actions to comply with the observations made in previous reports: There were no observations made in previous Annual Secretarial Compliance Report

| Sr. No. | Observations/ Remarks
Of the Practicing Company
Secretary in the previous reports) (PCS) | Observations made in the secretarial compliance report for the year ended ... (the years are to be mentioned) | Compliance Requirement
(Regulations/ circulars/ guidelines including specific clause) | Details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity | Remedial actions, if any, taken by the listed entity | Comments of the PCS on the actions taken by the listed entity |
| --- | --- | --- | --- | --- | --- | --- |
| 1 | In the audit committee meeting dated 17-05-2024, the committee has approved RPT with Electronic Research Private Limited (ERPL) to the tune of Rs. 16 crores. During the FY 2024-25, the company has given an advance of Rs. 15.77 crores to ERPL. The annual consolidated turnover as on 31-03-2024 is Rs. 66,42,55,000/- and accordingly 10% of the same is Rs. 6.64 cr. Hence, the same is material related party transaction. However, the company has not obtained approval of shareholders for the same. | 2024-25 | Regulation 23 of LODR | No penalty imposed | The company has obtained ex-post facto approval of shareholders in EGM dated 11-11-2025 | None |
| 2 | The report was issued and filed on 07th June 2024. This should have been done on or before 30th May 2024. The company has submitted the report to stock exchange with 7 days delay. | 2024-25 | Regulation 24A of LODR | No penalty imposed | NA | Nil |
| 3 | The company has submitted copy of annual report to stock exchange after its dispatch to shareholders | 2024-25 | Regulation 34(1) of LODR | No penalty imposed | NA | Nil |
| 4 | Reg 34(3) of LODR requires disclosure as per Companies Act 2013. | 2024-25 | Reg 34(3) of LODR | No penalty imposed | NA | Nil |

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019: No such event during the review period

III. We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

The listed entity has complied with the requirement of Structured Digital Database ("SDD") pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and I certify that:

1. The Bank has a Structured Digital Database in place
2. Control exists as to who can access the SDD
3. All the Unpublished Price Sensitive Information ("UPSI") disseminated has been captured in the Database*
4. The system has captured nature of UPSI along with date and time
5. The database has been maintained internally and an audit trail is maintained
6. The database is non-tamper able and has the capability to maintain the records for 8 years.

*The company secretary has represented that apart from the UPSI captured in structured digital database, no other UPSI has occurred either from within the company or outside the company.

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the Listing Regulations and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

Annexure 1:

Company secretary has represented that the following corrections and missing uploads will be completed shortly:

• Board Meeting Intimation
• FY 2023-24
• Q4 – correct intimation to be updated;
• FY 2025-26
• Q4 – to be updated;
• Notice
• 2024 AGM Notice to be uploaded;
• Previous year notice AGM notice are not available;
• Financial Results
• FY 2023-24
• Q2 – upload the correct outcome of Board meeting;
• Q4 – upload the correct outcome of Board meeting;
• FY 2024-25
• Q4 – correct document to be uploaded;

o FY 2025-26
- Q4 – to be uploaded;

• Newspaper Publication
  o FY 2025-26
• Q3 & Q4 to be uploaded in both languages
  o FY 2024-25

• Q4 to be uploaded in both languages

• Related Party Transaction
  o for the half year ended 30-09-2025 – not uploaded;
  o for the half year ended 31-03-2026 – not uploaded;

• The terms and conditions of appointment of independent Directors: To be posted

• CSR Projects approved by the Board: To be uploaded
• Address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page: To be uploaded
• Details of independent directors familiarization program: To be uploaded
• Credit rating: To be uploaded
• Appointment letter of independent directors: To be uploaded

Place: Bangalore
Signature:
Date: 27-05-2026

For MADHWESH PRATHAP ASSOCIATES
Madhwe
Highly signed by
MadhweSH K
Date: 2026.03.27
10:59:30 +05'30'
MadhweSh. K
Partner
ACS No.: A21477
CP No.: 10897
UDIN: A021477H000495929
PR No: 3222 / 2023