Confirmatory Order in the matter of Bharat Global Developers Ltd.

WTM/AB/CFID/CFID-TPD/31324/2024-25

SECURITIES AND EXCHANGE BOARD OF INDIA CONFIRMATORY ORDER Under Sections 11(1), 11(4) and 11B(1) of the Securities and Exchange Board of India Act, 1992

In respect of: Sr. No. Name of the Noticee PAN 1. Bharat Global Developers Limited AAACP9354K 2. Ashok Kumar Sewda BQAPS9919R 3. Mohsin Shaikh FQQPS1725B 4. Dinesh Kumar Sharma CLDPS4790M 5. Nirali Prabhatbhai Karetha EAPPK9315D 6. Dhruvi Kothari ITQPK8962N 7. Mahadev Manubhai Makvana EXFPM7561C 8. Arjun Kishorbhai Bhut CSEPB1036P 9. Chandan Chaurasiya CKWPC0798P 10. Dhruv Ganji DQMPG0411E 11. Nikhil Rajesh Singh OKOPS4711J 12. Prashant Sevantikar IAEPS3604G 13. Ghanshyam Babubhai Mistry ANGPM7549B 14. Jignesh Prajapati ECDPP8855D 15. Bhupinder Duchaina BMRPD0696M 16. Arun Mohanbhai Kordia AVFPK4671H 17. Kavit Bharat Sanghavi APXPS7070L 18. Sheetal Mithilesh Jhala AFSPJ9385E 19. Minal Ghanshyamsinh Gohil BADPG9432L 20. Hiren Maheshbhai Sadhu BZWPS8338F 21. Dhaval Manubhai Jadav AUPPJ7997N

Confirmatory Order in the matter of Bharat Global Developers Ltd.

22. Nishitaben Chandrakant Bharvad DKPPB6133M 23. Manubhai Sendhabhai Bharwad ACTPB5034E 24. Neel Kamleshbhai Sanandiya KCXPS8377B 25. Kevinkumar Mansukhlal Saparia BZSPS6586F 26. Jayeshbhai Kanjibhai Parmar BZOPP7070B 27. Praful Guptakaushal BIDPG6011M 28. Mahammadfaruk Hajibhai Mir GQOPM9131C 29. Pujabahen Barot FRCPB9855E 30. Ranjitsinh Ishwarsinh Rajput AJIPR3232L 31. Vikrambhai Gokalbhai Chaudhari AVVPC7479F 32. Pradipkumar Lakhani ALFPL4585R 33. Theshiya Kajalben BWUPT8126K 34. Veer Vikas Sorathiya OZXPS8175L 35. Danabhai Gandabhai Parmar ACOPP8027G 36. Ayush Patel DCPPP0147D 37. Prasad Shirke CLAPS1465A 38. Dhruv Pradipkumar Shah MHBPS3319C 39. Bhargavsinh Nandkishorsinh Chauhan AIXPC1296M 40. Alkaben Pradipkumar Shah DHCPS5135L 41. Pragneshkumar Girishchandra Dave AKWPD6894K 42. Pooja Pragnesh Dave APRPD8679L 43. Dhaval Shankarbhai Rabari EVPPD9687A 44. Ankush Rajkumar Dabhane GQUPD7299N 45. Govindsingh Bhavnathsingh Rajbhar EGYPR9301B 46. Kuldeep Ranvirsingh Tomar CETPT8942M 47. Rahul Ratansingh Sikarwar NEBPS1895R

Confirmatory Order in the matter of Bharat Global Developers Ltd.

In the matter of Bharat Global Developers Ltd. BACKGROUND 1. Securities and Exchange Board of India (“SEBI”) passed an Interim Order-cum- Show Cause Notice dated December 23, 2024 (“Interim Order”) against Bharat Global Developers Limited (“BGDL”/ “Company”), a company listed on the BSE Ltd. (“BSE”), as well as its Managing Director, Chief Executive Officer, Directors, Compliance Officer and 41 preferential allottees to which BGDL had allotted shares. 2. It was prima facie found in the Interim Order that BGDL had reported negligible sales in the eleven financial years from 2012-13 to 2022-23, and was earlier suspended by BSE for non-payment of listing fees till November 2023. Upon revocation of suspension on November 9, 2023, trading in the scrip resumed and the scrip price increased from INR 16.14 on the date of revocation of suspension to reach an all-time high of INR 1702.95 on November 28, 2024. 3. After overhauling its management in December 2023, BGDL increased its authorised capital from INR 6 crore to INR 100 crore on December 4, 2023 and made a preferential allotment of 9.72 crore equity shares to 31 preferential allottees in April 2024 at a price of INR 10 per share.

4. Thereafter, its authorised capital was increased from INR 100 crore to INR 200 crore on June 22, 2024. Subsequently, BGDL made another preferential allotment of 35 lakh equity shares to 10 preferential allottees in August 2024; this time at a price of INR 210 per share, a jump of twenty-one times over the price of preferential allotment made in April 2024. 5. This resulted in concentration of 99.5% of the company’s equity in the hands of these 41 allottees. Further, the preferential allotment increased the paid-up equity capital of the company from INR 0.56 crore to INR 101.26 crore. 6. As noted in the Interim Order, just before the end of lock-in period of first tranche of preferentially allotted shares on October 31, 2024, BGDL began making allegedly false disclosures between October-December 2024 regarding business expansion and information regarding the Company securing high-value orders from companies such as McCain India Agro Pvt. Ltd., UPL Agro Pvt. Ltd., TATA Agro & Consumer Products and Reliance Industries Ltd. (“RIL”), in addition to high-value orders bagged by its wholly-owned Dubai-based subsidiary.

Most of Confirmatory Order in the matter of Bharat Global Developers Ltd.

these companies were found to be non-existent, and the nature of order secured from RIL was incorrectly described as involving design, engineering and expertise in delivering advanced refining technologies, to falsely showcase technological expertise. The said order was for supply of general construction materials only. 7. The price of the scrip of BGDL increased from INR 674.30 on October 30, 2024, just before the end of lock-in on the first tranche of preferentially allotted shares, to INR 1236.45 on December 20, 2024. Thus, the Interim Order observed that BGDL, through the disclosures it made, tried to induce investors to buy its shares. Further, as per the Interim Order, SEBI’s examination found certain aberrations in the financial statements as disclosed by the Company from FY20 to FY25 (upto September 2024). The abovementioned false and misleading statements strongly indicated prima facie that the Company violated section 12A (a), (b), (c) of the SEBI Act, regulations 3 (a), (b), (c), (d), 4 (1), 4 (2) (f), (k), (r) of the PFUTP Regulations and regulation 30 of the LODR Regulations.

8. Between November 01, 2024 and December 20, 2024, thirteen preferential allottees who were allotted shares in April 2024, offloaded a total of 21,17,582 shares (2.09% of the total shareholding of the Company) which were purchased by public shareholders, amounting to approximately INR 271 crore. The sale of shares began immediately after release of lock-in on the first tranche of preferentially allotted shares on October 31, 2024. 9. The Interim Order found prima facie that the sharp price rise in the scrip was the result of wrong disclosures and misrepresented financials. Further, the price rise was timed to benefit certain preferential allottees who offloaded shares to unsuspecting investors enabling the sellers to make huge gains. 10. Therefore, the price rise was symptomatic of a premeditated scheme involving violation of section 12A (a), (b), (c) of the SEBI Act, regulations 3 (a), (b), (c), (d), 4 (1), 4 (2) (f), (k), (r) of the PFUTP Regulations and regulation 30 of the LODR Regulations. For these violations committed by the Company (Noticee 1), its Managing Director (Noticee 2), its CEO (Noticee 3) and its Directors (Noticees 4 and 5) were also found prima facie liable under section 27 of SEBI Act.

Further, as Compliance Officer of BGDL, Noticee 6 was also liable prima facie for the misstatements under LODR Regulations.

Confirmatory Order in the matter of Bharat Global Developers Ltd.

11. The Interim Order noted circumstances warranting issuing of interim directions. Significant interest was generated in the media around the “free shares” (on account of the impending bonus issue and stock split announced by BGDL) being offered to shareholders of a Company with diverse businesses and ostensibly reputable contracts under its belt. The company was being widely reported on social media and perceived as a multibagger stock with diverse business interests and excellent prospects. Between the quarter ended September 2023 and December 5, 2024, the number of shareholders increased from 10,129 to 44,976. 12. It was also noted in the Interim Order that a bonus issue and share split, with December 26, 2024 as the record date was approved by the Board of Directors of the Company on November 12, 2024 and in an Extraordinary General Meeting of shareholders on December 12, 2024. The bonus issue and stock split needed to be halted so that further increase in liquidity did not increase the number of public shareholders. There was an imminent risk that unsuspecting investors would be saddled with shares foisted on them based on dubious claims of the Company. 13. Vide the Interim Order, the following Interim directions were issued against the Noticees under sections 11(1), 11(4) and 11B(1) read with section 19 of the SEBI Act – 13.1. Trading in the scrip of Bharat Global Developers Ltd. was suspended till further orders. 13.2. Noticees 1 to 5 and 7 to 19 were 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 had any open position in any exchange-traded derivative contracts, as on the date of the order, they could close out /square off such open positions within 7 days from the date of order or at the expiry of such contracts, whichever was earlier. The said Noticees were permitted to settle the pay-in and pay-out obligations in respect of transactions, if any, which had taken place before the close of trading on the date of this order. 13.3. The Compliance Officer, i.e., Noticee 6 was restrained from associating herself with any intermediaries registered with SEBI, any listed public

Confirmatory Order in the matter of Bharat Global Developers Ltd.

company or any company that intends to raise money from the public, until further orders. 13.4. The alleged unlawful gains as detailed in para. 28 of the Interim Order, accrued to Noticees 7 to 19 from sale of preferentially allotted shares as part of a prima facie fraudulent scheme, are impounded. 13.5. Banks where the Noticees 7 to 19 were holding bank accounts, including joint accounts, were directed that no debits in their accounts shall be made without permission of SEBI. Further, the Depositories were also directed that no debit shall be made without permission of SEBI in respect of the demat accounts held by the aforesaid persons. However, credits, if any, into the accounts maybe allowed. Further, debits in the bank accounts may be allowed for amounts available in the account in excess of the amount to be impounded. Banks were allowed to debit the accounts for the purpose of complying with this Order. Banks and the Depositories were directed to ensure that all the aforesaid directions are strictly enforced. 13.6. Noticees 1 to 47 were further directed to provide a full inventory of all their assets whether movable or immovable, or any interest or investment or charge in any of such assets, including property, details of all their bank accounts, demat accounts, holdings of shares/securities if held in physical form and mutual fund investments and details of companies in which they hold substantial or controlling interest immediately but not later than fifteen (15) working days from the date of service of the Interim Order. 13.7. Noticees 1 to 47 were directed to not deal in shares of BGDL in any manner whatsoever. 13.8. Noticees were directed to co-operate with SEBI’s investigation by furnishing all relevant information regarding the Company’s commercial transactions, Income Tax returns, minutes of meetings of the Company’s Board of Directors, employees, EPFO, GST registration and payments, communications with TATA Agro & Consumer Products, Reliance Industries Ltd., UPL Agro Pvt. Ltd., Mc Cain India Agro Pvt. Ltd. regarding the business contracts disclosed to investors. 14. The Interim Order also directed SEBI to complete a detailed investigation in the matter by the end of the financial year, i.e., March 31, 2025.

Confirmatory Order in the matter of Bharat Global Developers Ltd.

15. The Noticees were permitted to file their reply/ objections, if any, to the Interim Order within 21 days, and could also indicate whether they desired to avail an opportunity of personal hearing on a date and time to be fixed in that regard. This period of 21 days lapsed on February 24, 2025. 16. Following this, vide e-mail dated March 8, 2025 and reminder e-mail dated March 18, 2025 details were sought with respect to removal of existing directors. Further, vide e-mail dated March 24, 2025 and reminder e-mail dated March 25, 2025 the details with respect to profile of the new management and directors, and information regarding the manner of their appointment, was specifically sought from BGDL. However, till date, no response has been received from BGDL. 17. Further, in response to 3 SEBI summonses dated January 20th, 29th, and February 21st, 2025 seeking documents, and 2 SEBI summonses dated January 6 2025 for personal appearance, only the Compliance Officer of BGDL (“Noticee 6”) and one independent director (“Noticee 5”) came forward for deposition as scheduled.

Noticees’ response 18. Nine of the Noticees, i.e., Noticees 6, 10, 24, 26, 31, 40, 42, 44 and 47 submitted their asset details. Further, six Noticees, i.e., Noticees 15, 16, 17, 18, 19 and 35 sought inspection of documents vide letters dated January 12 and 13, 2025, and inspection was granted to them on January 31, 2025. 19. In the meantime, fourteen Noticees, i.e., Noticees 28 to 31 and 38 to 47 filed appeals before the Hon’ble Securities Appellate Tribunal (“SAT”), on the ground that their demat/trading/bank accounts were frozen despite there being no such direction by SEBI in the Interim Order. In this regard, SEBI sought the freezing status in respect of all Noticees from CDSL and NSDL. Both depositories confirmed that the said freeze was not a blanket freeze but a PAN-ISIN level freeze. Vide orders dated January 23, 2025 and February 6, 2025, the Hon’ble SAT disposed of these appeals holding that the appellants shall not trade in the scrip of BGDL, thus limiting the freeze on the appellants’ accounts to the extent of trading in the scrip of BGDL. 20. Noticees 15, 16, 18 and 19 submitted their representations for unfreezing of all their bank accounts except certain bank accounts having balances sufficient to Confirmatory Order in the matter of Bharat Global Developers Ltd.

cover the amount to be impounded. Further, Noticees 20 to 26, 28 to 33, 38 to 45 and 47 also requested for unfreezing of their bank accounts as the banks had frozen their bank accounts despite no such direction by SEBI. Upon consideration of their request, instructions were issued by SEBI to banks to unfreeze accounts other than those frozen in accordance with the Interim Order. 21. Vide reply dated March 5, 2025, Noticee No.1, BGDL has stated the following – 21.1. “Post passing of the SEBI Interim Order, BGDL immediately decided to change its Board and key personnel. The Independent Director of Company reached out to public shareholders for discussing and taking appropriate steps. BGDL took proactive steps to reestablish the Appellant Company to its core and thereby carry out all the tasks in good faith, in the interests of public investors. 21.2. BGDL wanted to ensure that the decisions of the old management which may allegedly appears to be not bona fide or not in good faith, does not harm the public and lay shareholders of the company in any manner whatsoever. The following people were removed and forced to resignation: i. Mr. Ashok Kumar Sewda as a Managing Director; ii.

Mr. Dinesh Kumar Biharilal Sharma as an Executive Director; iii. Mr. Nirali Prabhatbhai Karetha as a Non-Executive Director. 21.3. BGDL is in process of undertaking internal investigation to verify the allegations made by the SEBI in the Ad-interim Ex-parte Order. 21.4. BGDL had already submitted its response to SEBI via email dated February 1, 2025. The same set of queries were raised vide SEBI's email dated January 6, 2025 and response were provided by our email dated February 1, 2025. Since the new management does not have entire data readily available with it, BGDL is trying its best to collate the data to best of its abilities. 21.5. Regarding Query 1, in terms of para. 70 of the Interim Order, all relevant information regarding the Company's commercial transactions, Income Tax returns, minutes of meetings of the Company's Board of Directors and Audit Committee during FY 2023-24 and FY 2024-25, EPFO, GST registration and payments along with GST returns for FY 2023-24 and FY 2024-25 are furnished through pendrive. Information on commercial transactions is in Commercial Transactions Sub-Folder under the Folder Titled ITEM NO. 1 (in PEN Drive).

Information on Income Tax Returns is in Income Tax Returns Confirmatory Order in the matter of Bharat Global Developers Ltd.

Sub-Folder under the Folder Titled ITEM NO. 1 (in pendrive). Minutes of the Meetings of the Company's Board of Directors (BOD) during FY 2023-24 and FY 2024-25, minutes of the Meetings of the Company's Audit Committee during FY 2023-24 and FY 2024-25, GST Registration, GST payments, GST returns details are in the relevant sub-folders titled Item No. 1 in the pen drive. 21.6. Regarding Query 2 on all communications with TATA Agro & Consumer Products, Reliance Industries Ltd., UPL Agro Pvt. Ltd., McCain India Agro Pvt. Ltd. regarding the business contracts disclosed to investors and all the ledgers in the books of BGDL of TATA Agro & Consumer Products, Reliance Industries Ltd., UPL Agro Pvt. Ltd., McCain India Agro Pvt. Ltd. for FY 2023- 24 and FY 2024-25, since the concerned Executive Director isn't available (has been removed), all the underlying communication is not available. We have attached the relevant data with whatever we could retrieve (at this point in time) in RIL Sub-Folder under the Folder Titled ITEM NO. 2 (in PEN Drive). 21.7. Regarding Query No. 3 on details of funds raised by the Company during FY 2023-24 and FY 2024-25 through preferential allotment, folder titled ITEM No. 3 (in pendrive). 21.8. Regarding Query No. 4 on details of all the bank accounts including bank name, account number, IFSC, branch name, branch address, Authorised Signatories to the bank account (Active, non• active and/or closed accounts) of Bharat Global Developers Limited including overdraft account, if any, along with the statements, for the period 01/04/2023 to 31/03/2024. S.No. Name of Account Details IFSC Branch Account Authorised Bank (A/c Number) address type Signatory 1 Indian 7694873882 IDIBO00A00 Mission Current Mahadev Bank 4 Road Account M. Bhadra, Makwana Ahrnedabad 2 Punjab 1051102100000750 PUNB0105110 C G Road Current Mahadev National Branch, Account M. Bank Ahmedabad Makwana 3 Yes 118263700000113 YESB0001182 Mahalaxmi Current Mahadev Bank Six Road, Account M. Ltd. Ahmedabad Makwana 21.9. Bank statements for the relevant period are under folder titled ITEM NO. 4 (in Pendrive)

Confirmatory Order in the matter of Bharat Global Developers Ltd.

21.10. Regarding Query No. 5 on details (including names, contact number, email id., relationship with BGDL) of Top 20 debtors, creditors, customers and suppliers (in terms of value) of BGDL for the period FY 2023-24 and FY 2024-25, refer folder titled ITEM No. 5 (in pendrive). 21.11. Regarding Query No. 6 on detailed breakup of Other Current and Non-Current Assets, Other Payables as on FY 2023-24 and FY 2024-25, refer folder titled ITEM No. 6 in pendrive. 21.12. Regarding Query No. 7 on detailed breakup of inventory held as on 31/03/2024 along with valuation certificate of the inventory, kindly refer folder titled Item No. 7 in pendrive. 21.13. Regarding Query No. 8, detailed breakup of Non-current investments made during FY 2023-24 and FY 2024-25, Investment 23-24 and Investment 24-25 Sub-Folders under the Folder Titled ITEM NO. 8 (in PEN Drive). 21.14. Regarding Query No. 9 on detailed breakup of employee benefit expenses, kindly refer folder titled ITEM NO. 9 (in pendrive). 21.15. Regarding Query No. 10 on detailed breakup of Loans and Advances given by BGDL and borrowings of BGDL during FY 2023-24 and FY 2024-25, kindly refer Loans and Advances sub-folder under the folder titled ITEM NO. 10 (in pendrive).” 22. Further, even after availing opportunity to inspect documents, none of the Noticees, except BGDL, has filed a reply on the prima facie findings in the Interim Order, nor sought an opportunity of personal hearing.

Details of BGDL’s response 23. Noticee 1, i.e., the company/ BGDL, submitted that after the Interim Order was passed, it changed its management and forced its erstwhile Managing Director, Executive Director and Non-executive Director to resign. In response to SEBI’s e-mail dated January 6, 2025 and summons dated February 21, 2025, BGDL has provided certain documents related to SEBI’s queries on commercial transactions, income-tax returns, Board and Audit Committee meetings, GST payment details, funds raised through preferential allotment during FY 2023-24 and 2024-25, bank account details and statements, top 20 debtors, assets, payables, inventory, investments, employee benefit expenses, loans and advances. Confirmatory Order in the matter of Bharat Global Developers Ltd.

24. The item-wise details of documents furnished by BGDL in its reply are tabulated as under: Item Contents Number 1 Audited Annual Report for FY 2023-24, unaudited results dated September 30, 2024; Income Tax Returns for AY 2023-24 and AY 2024-25; Minutes of meetings of Board of Directors held 7 times in FY 2023-24, and on 15 occasions in FY 2024-25; Records of Audit Committee meetings held on 4 occasions in FY 2023-24 and on 3 occasions in FY 2024-25; Details of GST registration, i.e., forms filed during January to December 2024, GST payments (challans) between May and December 2024, GST returns filed during FY 2023-24 and 2024-25. 2 Ledger account details for RIL as maintained with Kkrrafton Developers Ltd. (now BGDL); Details of the deal dated February 4, 2024 between Kkrrafton Developers Limited and RIL for supply of civil construction and infrastructure material as documented in BGDL’s proposal, deal slip with gross order value of INR 212.40 crore for the period between April 1, 2024 to March 31, 2025, and terms of supply of material. However, the ledger details for the other companies with which contracts were claimed by BGDL, such as Tata Agro, UPL Agro and Mc Cain India Agro, were not provided, even though the same was sought by SEBI. 3 Details of the two preferential allotments made by BGDL to 31 and 10 allottees respectively 4 Bank statements for the three bank accounts disclosed by BGDL in its reply (for the months of January, February, March and April 2024) 5 Names of customers and suppliers of BGDL during FY 2023-24 and FY 2024-25 (till September 2024), along with respective amounts (apparently drawn from BGDL’s ledger accounts and purchase register) 6 Details of Non-current assets of BGDL for FY 2023-24 and 2024-25 which comprises a single entry pertaining to investment of approx. INR 4.18 crore in one Parikh Herbals during April 1, 2024 to March 31, 2025 7 Stock summary dated March 31, 2024 on BGDL’s letterhead certifying inventory details as on the said date along with its total fair value of INR

Confirmatory Order in the matter of Bharat Global Developers Ltd.

135,19,73,611.70/-, i.e., approx. INR 135 crore, as signed by the MD of BGDL 8 Investment details in respect of Parikh Herbals, identical to Item No. 6 9 Employee expenses in respect of 17 employees including the MD, the Director, the Company Secretary and 2 interns 10 Details of loans and advances made to certain entities by BGDL and the relevant bank account numbers 25. I also take note of BGDL’s submission regarding non-availability of the underlying communications related to SEBI’s query on BGDL’s claimed communications with TATA Agro & Consumer Products, RIL, UPL Agro Pvt. Ltd., McCain India Agro Pvt. Ltd., and the business contracts with these entities as disclosed to exchanges, as well as all the ledgers pertaining to these entities in the books of BGDL for FY 2023-24 and FY 2024-25. In this regard, BGDL submitted that since it had removed the concerned Executive Director, the underlying communications were not available. 26. I find the above explanation offered by BGDL unacceptable because information pertaining to RIL for the same period has been provided by BGDL. Therefore, there appears to be no ground for BGDL to not provide information regarding the contracts with other companies pertaining to the same period. 27. From the above, it appears that BGDL is trying to take cover of change of management to not provide information about the fictitious deals disclosed by it through stock exchange disclosures as alleged in the Interim Order. The Noticee cannot be allowed to benefit on this account simply by taking this stand to subvert the investigation. BGDL is a professionally managed going concern with no promoter. All records of a professionally managed company should be available for audit/inspection at all times. 28. In respect of the direction of suspension of trading in the shares of BGDL, the same is dealt with subsequently in this Order. Appeal filed by BGDL before Hon’ble SAT 29. I note the contents of the Memorandum of Appeal filed by BGDL before the Hon’ble SAT (Appeal No. 134 of 2025), as well as the copies of investor complaints at Annexure C thereto. The Hon’ble SAT vide its order dated March 19, 2025 in the said appeal has, inter alia, directed that SEBI “shall scrutinize

Confirmatory Order in the matter of Bharat Global Developers Ltd.

and examine the profile of the new management/directors before March 31, 2025 and if they are found fit, the trading shall be permitted.” 30. In this regard, BGDL submitted that after SEBI’s Interim Order dated December 23, 2024, three of BGDL’s Directors (Managing Director, Executive Director and Non-Executive Non-Independent Director) were forced to resign, and one of its erstwhile independent directors, Mr. Keyurkumar Pravinbhai Patel, was designated as an Additional Executive Director in February 2025. Further, two new Additional Independent Directors were appointed by BGDL. 31. From BGDL’s submissions to the Hon’ble SAT, it appears that its Board of Directors now comprises of one additional executive director and two additional independent directors. Details regarding members of the new management have not been provided by BGDL to SEBI. 32. Further, contrary to BGDL’s submission in its Memorandum of Appeal and its representation to SAT that it has changed its management to the core, I note that BGDL’s Chief Executive Officer (CEO, “Noticee 3”), Mr. Mohsin Shaikh, is still occupying the position of CEO and has not been removed as part of the purported change of the company’s management. 33. I also note that the Compliance Officer of BGDL, Ms. Dhruvi Kothari (“Noticee 6”) has resigned from her position after the supposed overhaul of management on March 13, 2025. 34. In response to SEBI summons for personal appearance dated January 6, 2025, Ms. Dhruvi Kothari appeared and made submissions. Ms. Dhruvi Kothari revealed that the login ID and password for filing of corporate announcements on the stock exchange was handled by Mr. Ashok Sewda (“Noticee 2”), and she was told to restrict herself to the work assigned and not go beyond that. 35. Ms. Nirali Prabhatbhai Karetha (“Noticee 5”), one of the independent directors, also appeared and made submissions in response to SEBI summons for personal appearance dated January 6, 2025. Ms. Nirali Karetha stated that she had attended a few meetings over Zoom call and did not know anything about the company. 36. BGDL has also stated that it will be undertaking internal investigation to verify the allegations made in the Interim Order. Further, it has stated that it plans to appoint a third party auditor to audit the operations for the relevant period.

Confirmatory Order in the matter of Bharat Global Developers Ltd.

37. I note that BGDL took almost 2 months after issuance of SEBI’s Interim Order to remove its earlier Directors. However, in response to SEBI’s summonses, it claimed that due to such change of management, it was unable to respond to the queries in respect of the false disclosures to the stock exchange. In the light of the above, the change in management appears to be an attempt to protect the Company from the consequences of violations committed by it during the investigation period. 38. Further, no information has been provided by BGDL regarding the processes followed for such change in its management, including for designating an Independent Director on the Board of the Company, when the Interim Order was passed, as the Executive Director. 39. The sequence of events leads us to the conclusion that there are certain individuals who could be controlling the affairs of BGDL and who enjoy the power to change its management at their discretion. The details and profile of the entire management has not been provided by BGDL contrary to claims made before Hon’ble SAT. 40. As per the GST filings submitted by BGDL to SEBI for the months of January to December 2024, a set of 10 entities are disclosed as promoters of BGDL. In this regard, as per disclosures made by BGDL on the stock exchange, it does not have any promoters.

Conclusions 41. Hon’ble SAT in its order dated March 19, 2025 directed SEBI to look into the fitness of the new management/Directors. SEBI approached the Company/management for details and asked for the resumes through emails dated March 24, 2025 and March 25, 2025. Letter dated March 24, 2025 in this regard was physically delivered to their registered address in Ahmedabad too. 42. No responses were received from the Company in this regard and hence, we are unable to comment on the fitness or otherwise of the new management/Directors. 43. A case was made out before Hon’ble SAT that the trading in BGDL shares, which was suspended through directions in the Interim Order, should be permitted in the interest of investors.

Confirmatory Order in the matter of Bharat Global Developers Ltd.

44. Having examined the matter, I deem it fit to decide in the interest of investors that trading in the shares of BGDL can resume two days after the Company comes out with its provisional financial numbers and/ or key financial numbers including sales/purchases/gross profit/net profit/networth for the FY 2024-25, which must be disseminated on the Exchange before April 15, 2025. 45. Trading in the shares of BGDL will be permitted in the existing ISIN (INE893C01032) only. The Company shall not operationalize the stock split and bonus approved by the Board of Directors of the Company on November 12, 2024 and in an Extraordinary General Meeting of shareholders on December 12, 2024. 46. BGDL, including its management and directors, shall cooperate with SEBI to ensure that the investigation being undertaken by SEBI is concluded promptly. 47. Investors are advised to be vigilant and understand fundamentals before making investments and committing their hard-earned savings in the capital market. 48. In the absence of any meaningful response from BGDL to SEBI summonses, there is insufficient information before me to arrive at a conclusion regarding the fitness of the new management at this stage.

The company has not provided details/resumes of the persons/KMPs actually running the company and taking decisions regarding its business and operations. 49. I note that the reply of BGDL, apart from selectively furnishing certain information sought by SEBI, does not make a case for modification of directions issued in the matter. Further, I find that no information/clarification regarding the false disclosures of contracts with non-existent companies as alleged in the Interim Order has been submitted by BGDL. 50. Further, the Company has failed to submit any concrete evidence of genuine business activities undertaken by it so far which could justify its financial statements or the disclosures made regarding high-value contracts to stock exchanges. Therefore, I find no material in the submissions of BGDL which would justify interference with the prima facie findings in the Interim Order in respect of the Noticees. 51. However, I take note of the fact that several investors appear to have lodged complaints that their investments are stuck, as the suspension of trading in shares of BGDL prevents them from liquidating their investment or exiting the Confirmatory Order in the matter of Bharat Global Developers Ltd.

stock. The company has 60,950 public shareholders as per disclosures of shareholding pattern on the BSE website for quarter ended December 2024. 52. It must be mentioned that the suspension of trades in the company was directed to ensure that further dilution of stake of preferential allottees did not take place at the cost of innocent investors and to ensure that the Company did not come out with further issue of shares. Further, the suspension was called for as the exchange-level surveillance measures had not been able to protect investors getting roped into the false disclosures by BGDL, and preferential allottees apparently hand-in-glove with the company profited at the cost of public investors. Another reason for suspending the trading in the scrip was to signal to the market and assure the investors that the regulator would step in, in case of such egregious acts. Public interest of retail investors was uppermost in our minds while exposing apparent wrongdoing by the management of the company. 53. BGDL has failed to provide SEBI with sufficient information to scrutinize details of its management and directors in terms of the directions of the Hon’ble SAT. While the Noticee in its letter dated March 5, 2025 refers to an email of February 1, 2025 sent by BGDL to SEBI by way of response to summons, no such email is on the records of SEBI. SEBI has sought a copy of BGDL’s email vide its email dated March 8, 2025 to BGDL and Keyurkumar Patel. 54. It is shocking to note that a company with a market capitalization of over INR 12,000 crore does not have the systems and processes in place to provide basic information to the regulator. 55. However, considering that over the last three months, the Interim Order has already signaled to the investing public the nature of the Company and the prima facie violations committed by it, trading of the shares of the Company can be allowed to resume, with the caveat that before resumption of trading, BGDL be required to come out with key provisional financial numbers to be disseminated on the exchange before April 15, 2025. Two days after such dissemination, trading in shares of BGDL can resume. 56. Considering the above, I hereby consider it fit to revoke the suspension of trading in the scrip, in the manner detailed in the ensuing section.

Confirmatory Order in the matter of Bharat Global Developers Ltd.

Directions 57. In view of the above, I, in exercise of the powers conferred upon me under sections 11 (1), 11 (4) and 11B (1) read with section 19 of the SEBI Act, 1992, hereby direct the following – 57.1. BGDL shall disclose provisional financial numbers and/or key financial numbers including sales/purchases/gross profit/net profit/networth for the FY 2024-25. The said key financial numbers must be disseminated on the exchange before April 15, 2025. 57.2. Two days after dissemination of the abovementioned key financial numbers by BGDL, the direction contained in para. 70 a. of the Interim Order which suspended trading in the scrip of Bharat Global Developers Ltd. shall stand revoked. 57.3. Trading in the scrip of BGDL shall be permitted in the existing ISIN (INE893C01032) only. The Company shall not be permitted to effect the stock split and bonus issue approved by BGDL’s then board of directors on November 12 2024 and shareholders on December 12, 2024 due to the reasons recorded in para. 53 of the Interim Order. 57.4. BSE is directed to actively monitor the nature of disclosures being made by the company, and seek disclosure of supporting documents in respect of any announcement or disclosure being made by the company. Further, BSE may ensure that the company issues a disclosure that it is unable to produce supporting evidence regarding the statements made earlier on contracts with TATA Agro & Consumer Products, UPL Agro Pvt. Ltd., McCain India Agro Pvt. Ltd. 57.5. The caveat in para. 69 of the Interim Order is hereby reiterated.

58. I hereby confirm that all the other directions in para. 70 of the Interim Order, including the restraint imposed on the preferential allottees to prevent them from dealing in shares or liquidating their shareholding in the company in any manner whatsoever, shall continue till further orders. 59. In view of the need to examine the change in management and obtain the Noticees’ response regarding other aspects of the allegations in the Interim Order, I hereby extend the time to complete the investigation given at para. 71 of the Interim order till June 30, 2025. Confirmatory Order in the matter of Bharat Global Developers Ltd.

60. This order is without prejudice to the right of SEBI to take any other action that may be initiated against the Noticees in accordance with law. 61. A copy of this Order shall be served upon the Noticees, recognised Stock Exchanges, Depositories, Banks and Registrar and Share Transfer Agents to ensure compliance with the above directions.

DATE: MARCH 26, 2025 ASHWANI BHATIA PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Confirmatory Order in the matter of Bharat Global Developers Ltd.