Directors Report of Bharat Global Developers Ltd.

Mar 31, 2025

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)

Particulars	Standalone
	FY 2024-25	FY 2023-24
Income from operations	66858.42	2575.71
Other Income	1463.62	2.11
Total Income	68322.04	2577.82
Expenses	66162.76	2110.97
Profit before tax	2159.28	466.85
Less: Tax Expense
Current tax	556.45	133.52
Deferred tax	-0.13	0.10
Profit after Tax	1602.96	333.24
Other comprehensive Income (net of taxes)	0.00	0.00
Total Comprehensive income for the year	1602.96	333.24
Earnings per equity share (Basic)	1.60	3.85

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:

Sr. No.	Name	Designation	Category
1	Mr. Sanjay Bhupatbhai Valgotar	Chairperson	Non-Executive - Independent Director
2	Ms. Simoli Raval	Member	Non-Executive - Independent Director
3	Mr. Keyurkumar Pravinbhai Patel	Member	Managing Director

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:

Sr. No.	Name	Designation	Category
1	Ms. Simoli Raval	Chairperson	Non-Executive - Independent Director
2	Mr. Sanjay Bhupatbhai Valgotar	Member	Non-Executive - Non-Independent Director
3	Ms. Niyati Vaishnav Ambani	Member	Non-Executive - Independent Director

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

Sr. No.	Name	Designation	Category
1	Ms. Simoli Raval	Chairperson	Non-Executive - Independent Director
2	Mr. Sanjay Bhupatbhai Valgotar	Member	Non-Executive - Independent Director

3

Mr. Keyurkumar Pravinbhai Patel

Member

Managing Director

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:

Sr. No.	Name	Designation	Category
1	Mr. Keyurkumar Pravinbhai Patel	Chairperson	Managing Director
2	Mr. Sanjay Bhupatbhai Valgotar	Member	Non-Executive - Independent Director
3	Ms. Simoli Raval	Member	Non-Executive - Independent Director

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 [email protected] 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:

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	198.29	-
Foreign Exchange Outgo	13406.70	-

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

---

Mar 31, 2024

Your Directors have pleasure in presenting the Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2024.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	Standalone
	2023-2024	2022-2023
Gross Income	2577.82	4.41
Profit Before Interest and Depreciation	467.27	0.27
Finance Charges	-	0.00
Gross Profit	467.27	0.27
Depreciation	0.42	0.00
Net Profit Before Tax	466.85	0.27
Provision for Tax	133.42	0.07
Net Profit After Tax	333.43	0.20
Balance Carried to Profit and Loss Account	333.43	0.20

DIVIDEND

However, with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry the current year profit to its reserves.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

During the year under review, there are no subsidiaries of the Company.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2023-2024, there is no change in the face value of the company’s shares.

The Authorised share capital of the Company from Rs. 6 crores divided into 60,00,000 equity shares of face value Rs. 10/- per share to Rs. 100 crores divided into 10,00,00,000 equity shares of face value Rs. 10/- per share.

The Company has issued 9,72,00,000 Equity Shares of face value Rs. 10/- each at par 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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the ends of financial year to which these financial statements relate on the date of this report

ANNUAL RETURN

The copy of an Annual Return for the financial year ended 31st March, 2024 as per section 92(3) of the Companies Act, 2013 is available on the website of the company. And the link of the website is www.kkrraftondevelopersltd.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held Eight (8) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.

S No.	Date of Meeting	Board Strength	No. of Directors Present
1.	25/05/2023	3	3
2.	10/08/2023	3	3
3.	17/08/2023	3	3
4.	25/08/2023	4	4
5.	06/11/2023	4	4
6.	04/12/2023	4	4
7.	18/01/2024	8	8
8.	13/02/2024	8	8

DETAILS IN RESPECT OF FRAUD:

The Auditor’s Report doesn’t contain any information in relation to fraud.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

The Auditors, M/s. GAURANG VORA & Associates, Chartered Accountants, Statutory Auditor of the company resigned from the company w.e.f 04.12.2023 due to some unavoidable Circumstances.

Due to Casual Vacancy of Statutory Auditor of the Company, Company held Board Meeting on 18.01.2024 to appoint M/s. K.M. Chouhan & Associates as statutory Auditor of the company for 5 years, Subject to approval of the shareholders in the Annual General Meeting in the Place of M/s. GAURANG VORA & Associates,

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors’ Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given Loans and advances and also made an investment during the year. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

CHANGE IN DIRECTORSHIP:

Following changes took place in the constitution of Board during the year

Sr. No	Name	Designation	Date o fappointme nt	Date of cessation	Mode of Cessation
1.	RAKESH RAJKUMAR DUTTA	Independent Director	04/12/2023
2.	VINOD KUMAR MISHRA	Independent Director	04/12/2023
3.	ASHOK KUMAR SEWDA	Additional Director	04/12/2023
4.	DINESH KUMAR BIHARILAL SHARMA	Whole-time Director	04/12/2023
5.	NIRALI PRABHATBHAI KARETHA	Non Executive Director	04/12/2023
6.	MANISHBHAI VASANTKUMAR NIRMAL	Managing Director	17/08/2023
7.	TUSHAR SHASHIKANT SHAH	Director	04/12/2023

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall into the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration in excess of limits prescribed under Section 197(12) and Schedule V of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

CORPORATE GOVERNANCE

The company does not fall into the criteria for corporate governance. Hence the report on Corporate Governance is not applicable to company.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Rakesh Dutta	Chairman	Non-Executive Independent Director
Mr. Vinod Kumar Mishra	Member	Non-Executive Independent Director
Mrs. Nirali P Karetha	Member	Non-Executive Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are not paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are not paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company’s Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director	Position held in theCommittee	Category of the Director
Mr. Rakesh Dutta	Chairman	Non-Executive Independent Director
Mr. Vinod Kumar Mishra	Member	Non-Executive Independent Director
Mr. Ashok Kumar Sewda	Member	Managing Director

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help the Company for strategy formulation and its implementation, thereby enabling its growth objectives.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed H. Togadiya & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2024. The secretarial Report has been annexed as ‘Annexure - A’ to the Directors’ Report.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2012:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms part of this report.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Date: 31.08.2024 Place: Ahmedabad

Sd/-

ASHOK KUMAR SEWDA Managing Director

---

Mar 31, 2023

The Directors have pleasure in presenting the Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2023.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)
Particulars	Standalone
Particulars	2022-2023	2021-2022
Gross Income	4.41	3.85
Profit Before Interest and Depreciation	0.27	0.26
Finance Charges	0.00	0.00
Gross Profit	0.27	0.26
Provision for Depreciation	0.00	0.00
Net Profit Before Tax	0.27	0.26
Provision for Tax	0.07	0.07
Net Profit After Tax	0.20	0.19
Balance Carried to Profit and Loss Account	0.20	0.19

DIVIDEND

However, with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry the current year profit to its reserves.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2022-2023, there is no change in the face value of the company’s shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the ends of financial year to which these financial statements relate on the date of this report

ANNUAL RETURN

The copy of an Annual Return for the financial year ended 31st March, 2023 as per section 92(3) of the Companies Act, 2013 is available on the website of the company. And the link of the website is www.sequel-e-routers.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2022-23, the Company held Five (5) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.

S No.	Date of Meeting	Board Strength	No. of Directors Present
1	25/05/2022	3	3
2	12/08/2022	3	3
3	24/08/2022	3	3
4	12/11/2022	3	3
5	13/02/2023	3	3

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b The directors had selected such accounting policies and applied them consistently and made ) judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and ⁾

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

The Auditors, M/s. Gaurang Vora & Associates, Chartered Accountants, are the Statutory Auditor of the company.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors’ Report for the financial year ended, 31st March, 2023 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given Loans and advances and also made an investment during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,

2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

DIRECTORS and KMP

Following changes were take place in the constitution of Board during the year.

Sr. No	Name	Designation	Date of appointme nt	Date of cessation	Mode of Cessation
1	RITU BHARATKUMAR NAYAK	COMPANY SECRETARY	03/04/2021	15/12/2022	Resignation

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall into the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company is not paying any remuneration to the directors.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

CORPORATE GOVERNANCE

The company does not fall into the criteria for corporate governance. Hence the report on Corporate Governance is not applicable to company.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Ms. Tushar shah	Chairman	Non-Executive Director
Mr. Maneck Sorabji Painter	Member	Non-Executive Independent Director
Ms. Madhuben Parmar	Member	Non-Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a

balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. However, no remuneration paid to the Executive Directors.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are not paid remuneration by way of Sitting Fees and Commission.

The Non-Executive Directors are not paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company’s Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director	Position held in the Committee	Category of the Director
Ms. Madhuben Parmar	Chairman	Non-Executive Independent Director
Maneck Sorabji Painter	Member	Non-Executive Independent Director
Tushar Shah	Member	Non-Executive Director

Clarification to the qualifications or adverse remarks in the Secretarial Audit Report as mentioned below;

1. The company is under process of appointment of Internal Auditor.

2. The company takes due care of the same and ensure requisite compliances to be carried out.

3. The company takes due care of the same and ensure requisite compliances to be carried out.

4. The Company shall ensure to comply with the provision of section 152 of the Companies Act, 2013.

5. Nomination and Remuneration committee is constituted as per the Section 178 of the Companies Act, 2013.

6. The website of the company is duly working and updated.

7. Company has filed the application for revocation of Suspension and the same is under process.

8. The company is under process for appointment of Managing Director and the Managing Director will be appointed in the ensuing AGM.

9. The company will assure that we are taking care of laws, rules and regulation.

Further the Secretarial Audit Report as provided by Mr. Manish Buchasia, Practicing Company Secretary for the financial year ended, 31st March, 2023.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REPRESSED ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms part of this report.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

---

Mar 31, 2014

The Members

Sequel E - Routers Ltd.

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2014 are as under:

(Amt. in Rs.) Particulars 2013-2014 2012-2013

1. Total Income 1378976 1185254

2. Total Expenses 1489405 1245986

3. Profit (Loss) Before Tax (110429) (61732)

4. Provision for taxation - -

5. Profit (loss) after Tax (110429) (61732)

DIRECTORS:

Mr. Chandubhai D. Vaghela, director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND:

Due to loss in the company, your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

Gaurang Vora & Associates, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is not applicable.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE: 14.05.2014 FOR AND ON BEHALF OF THE PLACE: AHMEDABAD BOARD OF DIRECTORS

SD/- CHAIRMAN

---

Mar 31, 2013

To, The Members of Sequel E - Routers Ltd.

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013..

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2013 are as under:

(Amt. in Rs.)

Particulars 2012-2013 2011-2012

1. Total Income 342845 235669

2. Total Expenses 404577 1273608

3. Profit (Loss) Before Tax (61732) (1037939)

4. Provision for taxation - -

5. Profit (loss) after Tax (61732) (1037939)

DIRECTORS :

Mr. Sunilkumar M. Gandhi director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND :

Due to loss in the company, your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Gaurang Vora & Associates, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company. .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is not applicable.

ACKNOWLEDGMENT: _

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 30.05.2013 FOR AND ON BEHALF OF THE

PLACE: AHMEDABAD BOARD OF DIRECTORS

Sd /-

CHAIRMAN

---

Mar 31, 2012

To, The Members of Sequel E - Routers Ltd.

The Directors have pleasure in presenting ,the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2012 are as under:

(Amt. in Rs.)

Particulars 2011-2012 2010-2011

1. Total Income 235669 150000

2. Total Expenses 1273608 646385

3. Profit (Loss) Before Tax (1037939) (496385)

4. Provision for taxation

5. Profit (loss) after Tax (1037939) (496385)

DIRECTORS :

Mr. Chandubhai D. Vaghela director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors. Mr. Chandubhai D. Vaghela, Mr. Sunilkumar M. Gandhi, Mr. Rajubhai B. Desai and Mr. Rinkesh A. Shah appointed as an additional director of the company. However Mr. Kamlesh Dave resigned from the post of director.

DIVIDEND :

Due to loss in the company, your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Gaurang Vora & Associates, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors. t

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in' the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed - " along with proper explanation relating to material departures.

1 2. That the directors had selected such accounting policies and applied them

consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited.

Dated : 15th June, 2012 BY ORDER OF THE BOARD

Place ; AHMEDABAD

Sd/-

CHAIRMAN