The Directors of your Company have pleasure in presenting the Annual Report together with
the audited financial statements for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE

The Company's financial performance for the year ended 31st March, 2026 as compared to the
previous financial year is summarised below:

2. BUSINESS AND OPERATIONS

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
financial year ended March 31, 2026.

3. DIVIDEND

Due to the Losses, Directors have not recommended any dividend during the financial year
2025-26.

4. TRANSFER TO RESERVES

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

5. SHARE CAPITAL

The total Authorised capital of the Company as on March 31, 2026 is Rs. 200,00,00,000/-
comprising of 20,00,00,000 Equity Shares of Rs. 10/- each.

During the financial year, the Company has not increased its Authorised Share Capital.

The total paid up capital of the Company as on March 31, 2026 is Rs. 101,25,96,000/-
comprising of 10,12,59,600 Equity Shares of Rs. 10/-.

During the financial year, the Company has not allotted any equity shares.

6. BUSINESS OUTLOOK

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 2026-27 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.

7. 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 notified under Section 133 of the Companies Act, 2013, Consolidated financial
statements are not applicable to the Company.

8. 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.

9. REGISTERED OFFICE OF THE COMPANY

During the year, Company has Shifted it's Registered office from G block, Uniza Corporate Office,
Premchand Nagar Rd, opp. Krishna Complex, Satellite, Azad Society, Ahmedabad-380015,
Gujarat, India To 6th Floor- 604, Shivalik Shilp, Iscon Cross Road, Ambli-Bhopal Road, S.G.
Highway, Ahmedabad- 380015, Gujarat, India with effect from 17^th September, 2025.

10. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has
adopted a Policy on Related Party Transactions, which is available on the Company's website at
www.bgdl.co.in.

All related party transactions and subsequent modifications, if any, are placed before the Audit
Committee for its review and approval. Prior omnibus approval is obtained before the
commencement of the new financial year for transactions which are repetitive in nature and for
transactions which are not foreseen, subject to the prescribed financial limits.

A statement of related party transactions, as applicable, is placed before the Audit Committee
on a quarterly basis, specifying the nature, value and terms and conditions of such transactions.
During the year under review, there were no related party transactions entered into by
the Company. Accordingly, there were no transactions with related parties requiring

disclosure under the applicable provisions of the Companies Act, 2013 and the SEBI
Listing Regulations.

The Company has complied with its Policy on Related Party Transactions and the applicable
provisions relating to related party transactions during the year under review.

11. 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 financial statements forming part of
the Annual Report.

12. 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 of them being Managing Director , One Non-Executive Non
Independent Directors 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:

• 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 and
the same is approved by the members through Postal Ballot dated 10^th November, 2025.

Mr. Keyurkumar Pravinbhai Patel is also appointed as a Chief Financial Officer of the
Company with effect from 29^th August, 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 Officer
of the Company with effect from 04^th July, 2025.

• Mr. Dharmesh Solanki (DIN: 11236014) appointed as an Additional Non- Executive
Director of the company with effect from 29^th August, 2025 who is regularised as a Non¬
Executive Director of the Company through Postal Ballot dated 10^th November, 2025.

• Mr. Ketan Chavda (DIN: 11388522) appointed as an Additional Executive Director of the
company with effect from 20^th November, 2025 who is regularised as an Executive Director
of the Company through Postal Ballot dated 17^th February, 2026.

Resignation of Directors and KMP:

• Mr. Dheeraj Kumar Sahu has resigned from the post of Company Secretary and Compliance
Officer of the Company with effect from 30^th November, 2025.

• Mr. Tahir Mustufa Masalawala (DIN: 08681775) has resigned from the post of Executive
Director of the Company with effect from 20^th November, 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. Dharmesh Solanki (DIN: 11236014) 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.

13. 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 proficiency) of the
Independent Directors appointed/ re-appointed during the Financial Year 2025-26, the Board
of Directors have taken on record the declarations and confirmations 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 benefit and in the best interest of the Company.

14. 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 confirming 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 fulfil the conditions specified 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 & Qualification of Directors) Rules, 2014.

15. 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 2025-26 are disclosed on the Company's websitewww.bgdl.co.in.

16. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings

The Board of Directors met 13 (Thirteen) times during the financial 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 financially literate and have requisite accounting and
financial 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 qualifications,
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
websitewww.bgdl.co.in.

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 identified 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:

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time,
the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR)
Committee.

The brief outline of the Company's CSR initiatives undertaken during the year under review is
furnished and part of this report in the format as prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time.

The Company's CSR Policy is placed on the website of the Companywww.bgdl.co.in.

The composition of the CSR Committee is as under:

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

17. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended 31^st March, 2026; the Board of Directors hereby
confirms 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 31^st March, 2026 and of the profit of the Company
for that year;

c) proper and sufficient 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 financial controls to be followed by the Company and such
internal financial 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.

18. 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 financial 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 websitewww.bgdl.co.in.

19. 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 specific 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 13^th February, 2026 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 flow 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.

20. 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.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

22. 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. 125924W),
tendered their resignation as the Statutory Auditors of the Company on 4th July, 2025, citing
pre-occupation as the reason for their resignation. The Auditors, in their resignation letter, did
not raise any concern or issue in relation to the Company, and there was no reason for their
resignation other than the reason stated in their resignation letter.

Consequent upon the resignation of M/s. K M Chauhan & Associates, Chartered Accountants, a
casual vacancy arose in the office of Statutory Auditors of the Company. Accordingly, M/s. Sunit
M Chhatbar & Co., Chartered Accountants (Firm Registration No. 141068W), were appointed
as Statutory Auditors of the Company with effect from 4th July, 2025, to fill the said casual
vacancy. The appointment was made in accordance with the applicable provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. M/s. Sunit M Chhatbar & Co. were to hold office until the conclusion of the
ensuing Annual General Meeting of the Company.

However, the appointment of M/s. Sunit M Chhatbar & Co., Chartered Accountants (Firm
Registration No. 141068W), as Statutory Auditors was not approved by the members at the
Annual General Meeting of the Company held on 30th September, 2025. Consequently, M/s. R
B Gohil & Co., Chartered Accountants (Firm Registration No. 119360W), were appointed as the
Statutory Auditors of the Company with effect from 8th October, 2025, to fill the vacancy arising
due to the non-appointment of the aforesaid auditors. The said appointment was subsequently
approved by the members through Postal Ballot dated 10th November, 2025.

The Audit Report issued by M/s. R B Gohil & Co., Chartered Accountants, for the financial year
ended 31st March, 2026, does not contain any qualification, adverse remark, reservation or
disclaimer. Accordingly, the Audit Report does not call for any further explanation or comments
from the Board of Directors under Section 134(3) of the Companies Act, 2013.

Further, the Statutory Auditors have not reported any matter to the Company under Section
143(12) of the Companies Act, 2013, requiring disclosure in the financial statements or
otherwise.

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:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any
other applicable provisions of the Companies Act, 2013 and the rules made thereunder the
company has appointed M/s. H. Togadiya and Associates (FCS. 11822, COP No. 18233),
Practicing Company Secretary, as a Secretarial Auditor of the Company for the Financial Year
2025-2026 and for the same MR-3 Secretarial Audit Report was issued as ANNEXURE I

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.
11822, COP No. 18233), Practicing Company Secretary, as the Secretarial Auditors of the
Company for a term of 5 (five) consecutive financial years commencing from 1^st April, 2025 till
31^st March, 2030 and the members approved the same vide postal ballot meeting dated 10^th
November, 2025.

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

1. Company should appoint Company Secretary as per Section 203 of the Companies Act, 2013

Board's Reply: The Company will appoint a suitably qualified Company Secretary within the
prescribed requirements and will ensure that the necessary statutory compliances are duly
completed within the applicable timeline

2. Certain statutory forms/returns required to be filed with the Registrar of Companies (ROC) were
filed by the Company beyond the prescribed timelines, along with the applicable additional filing
fees.

Board's Reply: The delay was inadvertent and primarily due to administrative and procedural
reasons. The applicable additional filing fees were duly paid at the time of filing.

Management has taken note of the observation and will strengthen its compliance monitoring
mechanism to ensure timely filing of all statutory forms and returns within the prescribed
timelines going forwar

3. Delay in furnishing prior intimation about the meeting of the Board of Directors. (February,
2026)

Board's Reply: Management has taken note of the matter and has strengthened its internal
compliance calendar and monitoring mechanism to ensure that prior notices/intimations
relating to Board meetings are furnished within the prescribed timelines going forward.
Necessary care will be exercised to ensure timely compliance with the applicable statutory
requirements.

4. Delay in Submission of Annual Report March, 2025 with Exchange.

Board's Reply: Management has taken note of the matter and has strengthened its internal
compliance monitoring mechanism to ensure timely submission of the Annual Report and other
applicable disclosures

5. Late Submission of Financial Results for September, 2025

Board's Reply: Management has taken note of the matter and has strengthened its internal
compliance monitoring mechanism to ensure timely submission of financial results and other
applicable disclosures within the prescribed timelines going forward.

23. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy. The Board periodically
reviews the risk and suggests steps to be taken to control and mitigate the same through a
proper defined framework. The Risk Management Policy has been uploaded on the website of
the Company and can be accessed atwww. bgdl.co.in

24. 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.

25. INTERNAL AUDIT AND CONTROL

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

• The orderly and efficient 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 financial 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
identification and redressal of issues.

26. ANNUALRETURN

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 atwww.bgdl.co.in

27. 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).

28. SHARE TRANSFER / DEMAT CONNECTIVITY

The Company has appointed Purva Sharegistry (India) Pvt. Ltd having 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.

29. 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:1. The steps taken or impact on 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.

2. The steps taken by the company for utilizing alternate sources of energy.

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

3. The capital investment on energy conservation equipment.

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:

30. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS

A separate report on Corporate Governance is provided together with the Certificate from the
Practicing Company Secretaries confirming 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.

31. 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' notified 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.

32. 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.

33. 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.

No complaints were received from any employees of the Company or otherwise during the
financial year 2025-26 and hence no complaint is outstanding as on 31^st March, 2026 for
Redressal. Details for the same is as under:

• No. of complaints received during the year 0

• No. of complaints disposed off during the year 0

• No. of complaints pending as on 31st March, 2026 0

34. 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 financial position of the Company
occurred between the end of the Financial Year of the Company i.e. 31st March, 2026 and the
date of this Directors' Report except as mentioned in this Report.

35. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALSSEBI 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 confirmatory order dated March 26, 2025 having Ref. no.
WTM/AB/CFID/CFID-TPD/31324/2024-25 has directed the Company to disclose Key financial
numbers for the FY 2024-25 before April 15, 2025. The Company has submitted provisional
and Key financial 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.

36. 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 financial statements pertaining to previous financial periods during the
financial 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 financial 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, financial institutions and all
other business partners/associates.

For and on behalf of the Board of Directors of
BHARAT GLOBAL DEVELOPERS LIMITED
(Formerly Known as Kkrrafton Developers Limited)

Sd/- Sd-

KEYURKUMAR PRAVINBHAI PATEL SANJAY B VALGOTARMANAGING DIRECTOR AND CFO DIRECTOR

DIN: 10822762 DIN: 10946536

DATE: 29^th AUGUST, 2026
PLACE: AHMEDABAD