Bharat Global Developers Ltd

The Company's inancial performance for the year ended 31st March, 2025 as compared to the previous inancial year is summarised below:

(Rs. in Lakhs)

The Company is engaged in the business of dealing in Construction Materials, Gold, Agricultural Products and Textiles etc. There has been no change in the business of the Company during the inancial year ended March 31, 2025.

With a view to conserve resources for expansion of business, your Directors have thought it prudent not to recommend any dividend for the inancial year under review.

During the year, the Company has not apportioned any amount to other reserve. The pro it earned during the year has been carried to the balance sheet of the Company.

During the year under review, the Company Altered its Authorised Share Capital as follows:

The Company has increased its Authorised Share Capital from Rs. 100,00,00,000 /- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) equity shares of Rs.10/- (Rupees Ten) each to Rs.200,00,00,000/- (Rupees Two Hundred Crores Only) divided into 20,00,00,000 (Twenty Crores) equity shares of Rs.10/- (Rupees Ten Only) each vide the Ordinary Resolution passed on ExtraOrdinary Genereal Meeting held on 01st August, 2024

During the year under review, the Company Altered its Paid-up Share Capital as follows:

The Company through Meeting of Allotment Committee of the Board of Directors held on 19th August, 2024 has Allotted 35,00,000 Equity Shares of face value Rs. 10/- each at a price of Rs. 210/- (including premium of Rs. 200/-) per share as may be determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), on a Preferential Basis to Non-promoters for cash consideration vide the Special Resolution passed on Extra-Ordinary General Meeting held on 01st August, 2024.

The Name of the Company has been changed from M/S. KKRRAFTON DEVELOPERS LIMITED” to M/S BHARAT GLOBAL DEVELOPERS LIMITED vide the Special Resolution passed on Extra-Ordinary General Meeting held on 01st August, 2024 and the same is approved by MCA on 28th August, 2024 and BSE has approved the Name with effect from 9th October, 2024.

The Company has vide the Special Resolution passed on Extra-Ordinary General Meeting held on 12^th December, 2024 approved the sub-division of One (1) existing equity share of face value of Rs. 10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares of Face of Rs. 1/- (Rupee One Only) each which shall rank pari passu in all respect with exiting equity shares and Issue of Bonus Shares not exceeding 8,10,07,680 Equity Shares of Rs. 1/- each as Bonus Shares in the ratio of 08:10 to the shareholder as on record date 26^th December, 2024.

However, Company has decided to Temporarily defer the process of ixing Record date for the Purpose of Bonus and Stock split Corporate Actions. This decision of the Company is in view of the SEBI interim order No. WTM/AB/CFID/CFID-TPD/31067/2024-25 dated December 23, 2024 in the matter of Bharat Global Developers Ltd due to which Trading in the Equity Shares of the Company is under Suspension w.e.f. 23.12.2024 (Please refer to BSE Notice No. 20241223-3 dtd. 23.12.2024).

Your Company is fully aware and well positioned to tab market opportunities. We would like to add that Management is looking forward to an optimistic year 2025-26 and we appreciate all our stakeholders for their faith in the Company especially during these challenging times. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.

10.CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act, 2013 including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and noti ied under Section 133 of the Companies Act, 2013, Consolidated inancial statements are not applicable to the Company.

11.REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES

The Company does not have any Subsidiaries, Associates and Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013.

12.REGISTERED OFFICE OF THE COMPANY

During the year, Company has Shifted it's Registered of ice from A 707, Sun West Bank, Ashram Road Ahmedabad-380009 TO G block, Uniza Corporate Of ice, Premchand Nagar Rd, opposite Krishna Complex, Satellite, Ahmedabad, Gujarat 380015, with effect from 01^st November 2024.

13.RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on the Related Party Transactions, which is available on the Company's website at https://bgdl.co.in/wp-content/uploads/2024/10/policy-on-related-party-transactions.pdf.

All the related party transactions and subsequent modi ications are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new inancial year, for the transactions which are repetitive in nature and for transactions which are not foreseen (subject to a inancial limit).

A statement of all related party transactions is placed before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

During the year under review, all the transactions entered into by the Company with the Related Parties were at arm's length and in the ordinary course of business. These transactions were pre approved by the Independent Directors of the Audit Committee. The transactions entered by the Company with the related parties during the year were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

The details of actual transactions were reviewed by the Audit Committee on a quarterly basis. The transactions entered by the Company during the year under review were in conformity with the Company's Policy on Related Party Transactions.

14.PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone inancial statements forming part of the Annual Report.

15.MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of the report, the Board of Directors of the Company comprises of Six Directors, of which Two Executive Directors, One Non-Executive and Three Independent Directors (including Woman Independent Director).

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.

Following changes have taken place in the Board of Directors:

Appointments of Directors and KMP:

Mr. Ashok Kumar Sewda (DIN: 06703029) who was appointed as an Executive Director is appointed as a Managing Director of the Company with effect from 18^th April, 2024.

Ms. Dhruvi Kothari was appointed as a Company Secretary and Compliance Of icer of the Company with effect from 01^st May, 2024.

Mr. Mohsin Shaikh was appointed as Chief Financial Of icer of the Company with effect from 14^th October, 2024.

Mr. Keyurkumar Pravinbhai Patel who was appointed as an Independent Director of the Company with effect from 06^th November, 2024 and regularised in the Extra-Ordinary general Meeting held on 29^th November, 2024.

His designation has been changed from Independent to Executive Director of the Company with effect from 18^th February, 2025 and the same is approved by members of the company in the ExtraOrdinary General Meeting held on 26^th March, 2025.

Further, The Board of Directors of the Company in their Meeting held on 29^th August, 2025 has appointed Mr. Keyurkumar Pravinbhai Patel as a Managing Director of the Company subject to the approval in ensuing Annual General Meeting of the Company

Mr. Keyurkumar Pravinbhai Patel is also appointed as a Chief Financial Of icer of the Company with effect from 29^th August, 2025.

Ms. Simoli Raval (DIN: 10350999) appointed as an Additional Non-Executive and Independent Director of the company with effect from 18^th February, 2025 and who is regularised as an Independent Director of the Company in the Extra-Ordinary general meeting held on 26^th March, 2025.

Mr. Sanjay B Valgotar (DIN: 10946536) appointed as an Additional Non-Executive and Independent Director of the company with effect from 18^th February, 2025 and who is regularised as an Independent Director of the Company in the Extra-Ordinary general meeting held on 26^th March, 2025

Mrs. Niyati Vaishnav Ambani (DIN: 07365260) appointed as an Additional Non-Executive and Independent Director of the company with effect from 03^rd April, 2025 and who is regularised as an Independent Director of the Company through Postal Ballot dated 22^nd August, 2025.

Mr. Tahir Mustufa Masalawala (DIN: 08681775) appointed as an Additional Executive Director of the company with effect from 03^rd April, 2025 and who is regularised as an Executive Director of the Company through Postal Ballot dated 22^nd August, 2025.

Mr. Dheeraj Kumar Sahu was appointed as a Company Secretary and Compliance Of icer of the Company with effect from 04^th July, 2025.

Mr. Dharmesh Solanki is (DIN: 11236014) appointed as an Additional Non- Executive Director of the company with effect from 29^th August, 2025 subject to the approval in ensuing Annual General Meeting of the Company

Resignation of Directors and KMP:

Mrs. Madhuben Jivabhai Parmar (DIN: 09214744) Director and Mr. Manishbhai Vasantkumar Nirmal (DIN: 09852472) Managing Director of the company has resigned with effect from 18^th April, 2024.

Mr. Maneckbhai Painter (DIN: 07722394) has resigned from the post of the Independent Director of the Company with effect from 29^th August, 2024.

Mr. Vinod Kumar Mishra (DIN: 07552109) has resigned from the post of the Independent Director of the Company with effect from 15^th October, 2024.

Mr. Dinesh Sharma (DIN: 08105026) has resigned from the post of Whole-time Director of the Company with effect from 18^th February, 2025.

Mr. Nirali Prabhat bhai Karetha (DIN: 10289583) has resigned from the post of Non-Executive Director of the Company with effect from 18^th February, 2025

Mr. Ashok Kumar Sewda (DIN: 06703029) resigned from the post of Managing Director of the company with effect from 18^th February, 2025.

Ms. Dhruvi Kothari has resigned from the post of the Company Secretary and Compliance Of icer of the Company with effect from 13^th March, 2025.

Mr. Rakesh Rajkumar Dutta (DIN: 06367008) has resigned from the post of the Independent Director of the Company with effect from 27^th March, 2025.

Directors liable to retire by rotation:

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Tahir Mustufa Masalawala (DIN: 08681775) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends all the resolutions placed before the members relation to the appointment / re-appointment of directors for their approval.

16.STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT

DIRECTORS APPOINTED DURING THE YEAR

With regard to integrity, expertise and experience (including the pro iciency) of the Independent Directors appointed/ re-appointed during the Financial Year 2024- 25, the Board of Directors have taken on record the declarations and con irmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense bene it and in the best interest of the Company.

17.DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration con irming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Independent Directors ful il the conditions speci ied in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management. All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Quali ication of Directors) Rules, 2014.

18.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company arranges detailed presentations at the Board meetings to familiarise Independent Directors with the Company's business, strategy, annual plan and budget, operations, etc. Functional heads are invited to provide update and insights in the areas of HR, Supply chain and logistics, IT and Cyber Security, IFC, ESG and CSR, etc.

Directors are regularly briefed on the regulatory changes and legal updates applicable to the Company. This facilitates Board interaction and engagement with the Senior Management team. The details of the training and familiarisation programmes arranged by the Company during FY 2024-25 are disclosed on the Company's website under the web-link bgdl.co.in/wp-content/uploads/2024/10/corp-gov_sub-head_details-of-familiarization-programmes-imparted-to-independent-directors.pdf

19.DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 18 (Eighteen) times during the inancial year under review. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Company's Audit Committee composition is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee as on date of report is as under:

The terms of reference of the Audit Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Members of the Audit Committee are inancially literate and have requisite accounting and inancial management expertise. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on date of report is as under:

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has formulated a Nomination and Remuneration Policy, which sets standards for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The said policy inter-alia other matters include the criteria for determining quali ications, attributes, independence of Directors as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the Listing Regulations.

The Nomination and Remuneration Policy of the Company is available on the Company's website under the web-link: https://bgdl.co.in/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by the Board of Directors in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Composition as on date of report is as under

The brief terms of reference of the Stakeholders' Relationship Committee and particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Risk Management Committee

Pursuant to Regulation 21 of the Listing Regulations, the Board constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and framework to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Company's businesses. The major risks identi ied are systematically approached through mitigating actions on continual basis. Risk evaluation is an ongoing and continuous process within the Company, and it is regularly updated to the Board of the Company. The Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework. A detailed analysis of the business risks and opportunities is given under Management Discussion and Analysis Report.

The composition of the Risk Management Committee as on date of report is as under:

20.DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited inancial statements of the Company for the year ended 31st March, 2025; the Board of Directors hereby con irms that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the pro it of the Company for that year; c) proper and suf icient care was taken 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) the annual accounts of the Company have been prepared on a going concern basis; e) they have laid down internal inancial controls to be followed by the Company and such internal inancial controls are adequate and operating effectively; f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21.VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism Policy' for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour.

The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any inancial statements and reports, and so on.

The employees of the Company have the right/option to report their concern/grievance to Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company's website https://bgdl.co.in/wp-content/uploads/2024/10/whistle-blower-policy.pdf

22.ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees.

The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as adequacy of composition of Board and its Committees, execution and performance of speci ic duties and obligations, preparedness and participation in discussions, quality of inputs, effectiveness of the functions allocated, relationship with management, appropriateness and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on 18^th February, 2025 to review:

The performance of non-independent directors and the Board as a whole and its committees thereof

The performance of the Chairman of the Company, taking into account the views of executive directors and non executive directors;

To assess the quality, quantity and timeliness of the low of information between the Management and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

23.PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

In terms of Section 136(1) of the Act, details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection. Any member interested in obtaining a copy of the same may write to Company at cs@bgdl.co.in from their registered e-mail address.

24.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details of the internal inancial control systems and their adequacy are included in the Management Discussions and Analysis Report, which forms part of the Annual Report.

25.AUDITORS AND REPORTS

The matters relating to the Auditors and their Reports are as under:

STATUTORY AUDITORS:

M/s. K M Chauhan & Associates, Chartered Accountants (Firm Registration No. 12592W) were appointed as Statutory Auditors of the Company at the AGM held on 23^rd September, 2024 for a period of ive years commencing from the conclusion of AGM held on 23^rd September, 2024. The Auditors have issued an unmodi ied opinion on the Financial Statements, standalone for the inancial year ended 31st March, 2025. The said Auditors' Report(s) for the inancial year ended 31st March, 2025 on the inancial statements of the Company forms part of this Annual Report.

Further, on 04^th July, 2025 M/s. K M Chauhan & Associates, Chartered Accountants (Firm Registration No. 12592W) tender their resignation to the Company due to pre-occupation and Auditors have not raised any concern or issue and there is no reason other than as mentioned in their letter.

M/s. Sunit M Chhatbar & Co, Chartered Accountants (FRN: 141068W), as the new Statutory Auditors to ill the casual vacancy with effect from 4^th July, 2025 and this appointment complies with the Companies Act, 2013, and SEBI Listing Regulations, 2015. M/s. Sunit M Chhatbar & Co, Chartered Accountants (FRN: 141068W), shall hold of ice upto the ensuing annual general meeting of the company.

The Auditors Report for the inancial year ended 31st March, 2025 does not contain any quali ication, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

SECRETARIALAUDITOR:

Provisions of Section 204 read with Section 134 (3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156), Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2024-25.

In terms of Section 204 of the Act and Rules made there under, M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156), a Peer Reviewed Firm, has been appointed as the Secretarial Auditor of the Company for the Financial Year 2024-2025 and for the same MR-3 Secretarial Audit Report was issued as ANNEXURE I.

The said report contains certain observation or quali ications which are as under:

Board's Reply: Company is in process to maintain Minutes and attendance sheets of Board meetings and EGM properly.

Board's Reply: As on date of this report company has appointed CS and CFO of the Company.

3. Company should appoint Company Secretary and CFO as per Section 203 of the Companies Act, 2013 Board's Reply: As on date of this report company has appointed CS and CFO of the Company.

Board's Reply: Company has decided to Temporarily defer the process of ixing Record date for the Purpose of Bonus and Stock split Corporate Actions. This decision of the Company is in view of the SEBI interim order No. WTM/AB/CFID/CFID-TPD/31067/2024-25 dated December 23, 2024 in the matter of Bharat Global Developers Ltd due to which Trading in the Equity Shares of the Company is under Suspension w.e.f. 23.12.2024 (Please refer to BSE Notice No. 20241223-3 dtd. 23.12.2024).

Furthermore, The Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/s. H. Togadiya and Associates (FCS. 5843, COP No.4156), Practicing Company Secretary, as the Secretarial Auditors of the Company for a term of 5 ( ive) consecutive inancial years commencing from 1st April, 2025 till 31^st March, 2030 subject to approval of Members in the ensuing 41th Annual General Meeting.

26.RISK MANAGEMENT POLICY:

The Company has laid down a well-de ined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper de ined framework. The Risk Management Policy has been uploaded on the website of the Company and can be accessed at https://bgdl.co.in/corporate-governance/

27.CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.

28.INTERNAL AUDIT AND CONTROL

The company has in place a sound inancial control system and frame work in place to ensure:

The orderly and ef icient conduct of its business including adherence to Company's policies, Safe guarding of its assets, The prevention and detection of frauds and errors, The accuracy and completeness of the accounting records and The timely preparation of reliable inancial information.

The Audit Committee reviews internal audit reports and internal control measures at its quarterly meetings. The Company's internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identi ication and redressal of issues.

29.ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2025 is available on the Company's website at https://bgdl.co.in/

30.LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on the BSE Limited and for the same BSE has allotted ISIN: INE893C01032 (BSE Code: 521238).

31.SHARE TRANSFER / DEMAT CONNECTIVITY

The Company has appointed Purva Sharegistry (India) Pvt. Ltdhaving its Registration Number: INE893C01032 as Share Transfer Agent of the Company.

The Company is having demat connectivity with both depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

32.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated hereunder:

Conservation of Energy:

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

Company has not taken any step for utilizing alternate sources of energy.

Company has not made any capital investment on energy conservation equipment.

Technology Absorption

Company has not imported any technology and hence there is nothing to be reported here.

Foreign Exchange Earning and Outgo:

The details of foreign exchange Earnings and outgo during the year are as follows:

(Amount in Lakh)

33.REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Corporate Governance is provided together with the Certi icate from the Practicing Company Secretaries con irming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.

34.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with the provisions of Regulation 34 of the Listing Regulations, the BRSR forms part of this Annual Report and the same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' noti ied by Ministry of Corporate Affairs (MCA). Further, the Assurance Statement on BRSR Core also forms part of this Annual Report and is also available on the Company's Website.

35.SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

36.DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:

37. MATERIAL CHANGES AND/OR COMMITMENTS THAT COULD AFFECT THE COMPANY'S

FINANCIAL POSITION, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT

No material changes and commitments, affecting the inancial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2025 and the date of this Directors' Report except as mentioned in this Report.

38.SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

SEBI vide its order no. WTM/AB/CFID/CFID-TPD/31067/2024-25 dated December 23, 2024, has inter-alia issued following directions:

Noticees 1 to 5 and 7 to 19 are hereby restrained from buying, selling or dealing in securities, or accessing capital market either directly or indirectly, in any manner whatsoever until further orders. If the said Noticees have any open position in any exchange-traded derivative contracts, as on the date of the order, they can close out /square off such open positions within 7 days from the date of order or at the expiry of such contracts, whichever is earlier. The said Noticees are permitted to settle the pay-in and pay-out obligations in respect of transactions, if any, which have taken place before the close of trading on the date of this order. Noticees 1 to 47 are directed to not deal in shares of BGDL in any manner whatsoever.

However, SEBI vide its con irmatory order dated March 26, 2025 having Ref. no. WTM/AB/CFID/CFID-TPD/31324/2024-25 has directed the Company to disclose Key inancial numbers for the FY 2024-25 before April 15, 2025. The Company has submitted provisional and Key inancial numbers for the FY 2024-25 on April 04, 2025.

Accordingly, the suspension of trading in the securities of the Company initiated by the Exchange vide notice no. 20241223-3 dated December 23, 2024, will be revoked w.e.f. April 11, 2025.

As on date of Board Report, the Company received a communication from the Customs authorities regarding an ongoing investigation pertaining to the alleged misuse of CEPA bene its under Noti ication No. 22/2022-Customs. The competent authority has granted an extension of six months under the proviso to Section 110(2) of the Customs Act, 1962, for the completion of the said investigation. The Company is fully cooperating with the concerned authorities and is committed to complying with all applicable laws and regulations.

39.GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

a) Deposits covered under Chapter V of the Companies Act, 2013; b) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014; c) Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company; d) Revision of the inancial statements pertaining to previous inancial periods during the inancial year under review; Maintenance of cost records as per sub-section (1) of Section 148 of the Companies Act, 2013; e) Frauds reported as per Section 143(12) of the Companies Act, 2013; f) There were no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. g) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the inancial year and h) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Board takes this opportunity to thank Company's employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, inancial institutions and all other business partners/associates.