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, 2025.

1. FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)

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, 2025.

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. CHANGES IN AUTHORISED SHARE CAPITAL AND ALTERATION OF MEMORANDUM OF
ASSOCIATION

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 Extra¬
Ordinary Genereal Meeting held on 01st August, 2024

6. CHANGE IN PAID UP SHARE CPITAL

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.

7. NAME CHANGE OF THE COMPANY

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.

8. STOCK SPILT AND BONUS ISSUE:

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 fixing 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].

9. 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 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

notified under Section 133 of the Companies Act, 2013, Consolidated financial 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 office from A 707, Sun West Bank, Ashram Road
Ahmedabad-380009 TO G block, Uniza Corporate Office, 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 modifications are placed before the Audit
Committee for their review and approval. Prior Omnibus approval is obtained before the
commencement of the new financial year, for the transactions which are repetitive in nature and for
transactions which are not foreseen (subject to a financial 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 financial 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 Officer of the Company
with effect from 01^st May, 2024.

• Mr. Mohsin Shaikh was appointed as Chief Financial Officer 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 Extra¬
Ordinary 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 Officer 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 Officer 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 Officer 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 proficiency] of the Independent
Directors appointed/ re-appointed during the Financial Year 2024- 25, 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.

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 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.

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 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 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 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:

20. 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 31st March, 2025; 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 31st March, 2025 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.

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 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 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 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 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 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.

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 financial 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 five years commencing from the conclusion of AGM held on 23^rd September, 2024. The Auditors
have issued an unmodified opinion on the Financial Statements, standalone for the financial year
ended 31st March, 2025. The said Auditors' Report(s) for the financial year ended 31st March, 2025
on the financial 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 fill 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 office upto the ensuing annual general meeting of the
company.

The Auditors Report for the financial year ended 31st March, 2025 does not contain any qualification,
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 qualifications which are as under:

1. Some Minutes and attendance sheets of Board meetings and EGM was not properly maintained.

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

2. Audit report of the company should be signed by CS and CFO of the company

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

4. Company has not Filed form PAS-3 for Allotment of Bonus shares with ROC. (Due to Instruction given
by SEBI in Its Interim Order)

Board's Reply: Company has decided to Temporarily defer the process of fixing 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
(five) consecutive financial 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-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 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 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.

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:

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:

33. 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.

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' 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.

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:

• 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, 2025 0

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 financial 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 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.

• 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 benefits
under Notification 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 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 VALGOTAR

MANAGING DIRECTOR AND CFO DIRECTOR

DIN: 10822762 DIN: 10946536

DATE: 01^st SEPTEMBER, 2025
PLACE: AHMEDABAD