Bhagawati Gas Ltd Directors Report

Dear Members,

Bhagawati Gas Limited

Banawas, Khetri Nagar,

Jhunjhunu-333504

Rajasthan

Your directors have pleasure in presenting their 52^nd Annual Report on the business, operations and financial performance of the Bhagawati Gas Limited (the “Company” or “BGL”), together with the Audited Financial Statements of the Company, for the financial year ended March 31, 2026 as follows: (All amounts in this report are presented in hundreds, unless otherwise specified.)

FINANCIAL RESULTS

The Financial Performance of the Company for the financial year ended on March 31, 2026 is as follows:

(Rs. In lacs)

Particulars	FY 2025-26	FY 2024-25
Gross Revenue	279.29	435.62
Total expenses	204.56	347.54
Profit / (loss) before tax	74.73	88.08
Tax expenses
Current tax	0	0
Deferred tax	-26.31	32.96
Tax on Earlier Year	1.96	40.88
Total Tax Expense	-24.35	73.84
Profit After Tax	99.08	14.24
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes)	2.57	3.08
Total Comprehensive Income for the year	101.65	17.31

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

Results of operations

Highlights of the Companys financial performance for the year ended March 31, 2026 are as under:

During the year under review, the company earned a total Income of the Company was Rs. 279.29/- against Rs. 435.62/- in the previous year. The Company has incurred a profit of Rs 99.08/- as compared to a Profit Rs. 14.24/- in the previous year. The company is hoping for better growth of Company and profits in the forthcoming years.

State of Comapanys Affairs

Bhagawati Gases Limited (BGL), the flagship of the Bhagawati Group and a company listed on the Bombay Stock Exchange, is a well-diversified enterprise with core expertise in industrial gases, wastewater treatment, renewable energy, contracting, and international trading.

BGL continues to strengthen its position as an integrated engineering and project execution company by undertaking turnkey projects across diverse sectors, catering to the evolving requirements of healthcare, industrial, energy and environmental domains. The Company provides end-to-end solutions in Medical & Industrial Oxygen (PSA/VPSA/Cryogenic) Plants, Nitrogen Generation Plants, Nitrous Oxide Plants, Medical Gas Pipeline Systems (MGPS), Gas Cylinder Filling Stations and Manifolds, enabling hospitals, healthcare institutions and industries with reliable, efficient and technology-driven gas infrastructure solutions.

Expanding beyond healthcare and industrial gases, BGL is actively contributing to the transition towards sustainable energy solutions through its projects in CBG (Compressed Biogas) Plants, Biogas and Waste-to-Energy Projects, Solar Power Solutions including Rooftop, Ground-Mounted and Hybrid Systems, Green Hydrogen Solutions and Carbon Capture Technologies. These initiatives reflect the Companys commitment towards clean energy adoption, resource efficiency and environmental sustainability.

BGL also undertakes Cryogenic Storage Tanks and Gas Distribution Systems, Wastewater Treatment and Recycling Plants, ESG Consulting and ESG Strategy Implementation, along with Detailed Project Reports (DPRs) and Techno-Commercial Feasibility Studies to support organizations in making informed and sustainable business decisions.

With expertise in Electrical Earthing and Lightning Protection Solutions, Industrial Utility and Process Engineering Projects, EPC, Project Management and Commissioning Services, as well as Annual Maintenance Contracts (AMC) and Operations & Maintenance (O&M) Services, BGL provides comprehensive lifecycle solutions to its customers.

BGLs diversified project portfolio, technology partnerships and innovation-driven approach demonstrate its commitment towards sustainable growth and stakeholder value creation. As the Company continues to expand its presence across healthcare, clean energy and environmental solutions, its vision remains focused on delivering reliable infrastructure, supporting sustainable development and contributing towards a cleaner, greener and healthier future.

CHANGE IN NATURE OF BUSINESS

There is no change in business of the Company for the year under review.

DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company did not have any Subsidiary/Material Subsidiary/Joint Venture/Associate during the year under review. Hence the details of this clause are not applicable to the Company.

SHARE CAPITAL STRUCTURE OF THE COMPANY

AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on March 31, 2026 stood at Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs Equity Share) Equity Shares of Rs 10/- each (Rupees Ten each).

ISSUED SHARE CAPITAL, SUBSCRIBED & PAID-UP SHARE CAPITAL:-

Rs. 16,74,24,590/-(Rupees Sixteen Crores Seventy-Four Lakhs Twenty-Four Thousand Five Hundred Ninety Only) divided into 1,67,42,459 (One Crore Sixty-Seven Lakhs Forty-Two Thousand Four Hundred Fifty Nine only) equity shares of Rs. 10/- each (Rupees Ten each).

The Share Capital of the Company remained unchanged during the period under review.

DIVIDEND

During the financial year, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026. There was no interim dividend declared during reporting period.

UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.

During the financial year, the Company was not liable to transfer any unclaimed dividends and corresponding shares thereto to IEPF.

TRANSFER TO RESERVES

During the financial year, there was no amount transferred to any of the reserves by the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans given, guarantees given securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement, which forms a part of the Annual Report.

DEPOSITS

During the financial year ended March 31, 2026, the Company has not invited or accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and rules framed there under. Hence, no public deposit is outstanding during the financial year 2025-26.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014

During the period under review the Company has not accepted loan/borrowing from its director in reference of sub rule 1 clause (c) sub clause (viii) of rule 2 of Companies (Acceptance of Deposits) rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the financial year 2025-26 the Company has not entered into any related party transactions which are required to be disclosed as per the provisions of Section 188 of the Companies Act, 2013 and other Related Party Transactions which were entered during the year were in Ordinary Course of the Business and on Arms Length basis and as per AS-18 of the Companies Act, 2013, were properly noted, disclosed and annexed to the balance sheet and forming part of the financial statement of the Company. Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is not required to disclose in Form AOC-2.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed review by the Management of the business operations of the Company is presented under separate section “Management Discussion and Analysis” which forms a part of this Annual Report. The MD&A Report captures your Companys performance, industry trends and other material changes with respect to your Company.

The Management Discussion and Analysis Report on the operations and financial position of the Company have been provided as “Annexure-I” which forms part of the Directors Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

During the period under review, the following material changes and commitments have occurred between the end of the financial year and the date of this Report, which may affect the financial position of the Company:

Mr. Narendra Kumar Agarwal (DIN: 11210456) was resigned from the post of Independent Director of the Company w.e.f July 25, 2026 due to his preoccupation and other commitments. Further, there is no material reason for his resignation other than specified above .

CORPORATE GOVERNANCE REPORT

During the financial year under review, the provisions relating to Corporate Governance under Regulation 34 read with Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 (“Listing Regulations”) became applicable to the Company with effect from quarter and half year ended on September 2025.

Accordingly, the Company has complied with the applicable Corporate Governance requirements for the period from September 2025 to March 31, 2026. The Corporate Governance Report, forming part of this Annual Report, provides the requisite disclosures in accordance with the applicable provisions of the Listing Regulations.

Further, to provide an independent assurance on the Companys compliance with the applicable Corporate Governance requirements, the Company has obtained a certificate from M/s ATCS & Associates, Company Secretaries in Practice (Firm Registration No. P2017RJ063900), confirming compliance with the applicable Corporate Governance requirements under the Listing Regulations. The said certificate forms part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition and Expertise

The Board of Directors of the Company comprises highly experienced professionals of repute and integrity, bringing with them diverse skills, expertise, and industry knowledge. The Board has an effective mix of Executive and Non-Executive Directors, enabling balanced decision-making and sound governance practices.

During beginning of the financial year 2025-26, the composition of the Board of Directors was not in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to non-availability of the required number of Independent Directors. However, the Company has subsequently complied with the applicable requirements and, as on date, the composition of the Board and Committees is duly constituted.

Commitment to Governance

The reconstituted Board now reflects the requisite balance of Executive, Non-Executive, and Independent Directors. The Directors actively contribute their expertise, ensuring transparency, accountability, and independence in the decision-making process. The Company remains committed to upholding the highest standards of corporate governance, with the Board providing strategic oversight and guidance in the best interests of all stakeholders.

Present composition and category of Directors and Key Managerial Personnel is as follows:

Name of Directors and Key Managerial Personnel	Designation	Category	DIN/ PAN
Mr. Rakesh Samrat Bhardwaj	Managing Director	Executive Director	00029757
Mrs. Shachi Bhardwaj	Whole-Time Director	Executive Director	07232850
Mr. Vijay Gupta	Director	Non-Executive Independent Director	10473091
Mr. Nawal Joshi	Director	Non-Executive Director	03292405
Mr. Sumeet Kumar	Director	Non-Executive Independent Director	01348075
Mr. Dyuman Bhardwaj	CFO	Chief Financial Officer	CDEPB0520P
Ms. Nidhi Babbar	Company Secretary	Whole- Time Company Secretary cum Compliance officer	AUIPD4897N

The Companys Board of Directors comprises eminent individuals of proven competence, integrity, and professional standing. In addition to their extensive experience, the Directors bring with them strong financial acumen, strategic insight, and leadership capabilities. They demonstrate a high level of commitment to the Company by devoting adequate time to meetings, preparations, and deliberations, thereby contributing meaningfully to the governance and growth of the organization.

The Board meets at regular intervals to deliberate on matters relating to business strategy, policy formulation, and other key areas of governance. Each quarterly meeting includes comprehensive presentations on operational and financial performance, ensuring effective oversight and informed decision-making. Board and Committee meetings are pre-scheduled, and an annual calendar is circulated well in advance to facilitate meaningful participation by all Directors. In instances of special or urgent business requirements, approvals are sought either through resolutions passed by circulation or by convening meetings at shorter notice, in accordance with the applicable legal framework.

Retirement by Rotation-

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company Mr. Rakesh Samrat Bhardwaj (DIN: 0029757) is liable to retire by rotation and being eligible to offers himself for re-appointment at the ensuing annual general meeting of the Company to sought your approval as per the provisions of Companies Act.

During the financial year under review, the Company witnessed important changes in its Board and Key Managerial Personnel, reflecting a phase of transition and strengthening of its governance framework which are detailed below:

Appointments & Regularizations

Mr. Narendra Kumar Agarwal (DIN: 11210456), a professional, was inducted on the Board as a Non-Executive Additional Independent Director on July 28, 2025. His appointment was further regularized as an Independent Director at the 51th Annual General Meeting of the Company held on September 30, 2025.

Mr. Sumeet Kumar (DIN: 01348075), a distinguished industry veteran with extensive leadership experience, was appointed as a Non-Executive Independent Director at the 51th Annual General Meeting of the Company held on September 30, 2025. His induction reinforces the Companys commitment to transparency, and strong corporate governance.

Ms. Nidhi Babbar appointed as Company Secretary and Compliance officer of the company which was duly approved by the board in its meeting held on July 04, 2025

Changes after the Closure of the Financial Year

Mrs. Shachi Bhardwaj (DIN: 07232850) has been appointed as the Whole-time Director of the Company with effect from April 1, 2026.

Mr. Narendra Kumar Agarwal (DIN: 11210456) was resigned from the post of Independent Director of the Company w.e.f July 25, 2026 due to his preoccupation and other commitments. There is no material reason for his resignation other than specified above.

The board in its meeting held on August 14, 2026, has recommended appointment of Mr. Mazhar Hasan (DIN:06739180) as the Non-Executive Independent Director of the Company for a term of consecutive period of 5 years.

BOARD MEETINGS

The Board of Directors of the Company met 10 times during the financial year 2025-26, to deliberate on matters of strategic importance, including financial performance, business strategy, governance, and other key business operations. Details of these Board meetings, including attendance of individual director and meeting dates, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report

COMMITTEES OF THE BOARD

The Committees of the Board are constituted to facilitate focused oversight in specific areas of governance and to support the Board in the effective discharge of its responsibilities. Each Committee operates within its defined terms of reference and plays a vital role in enhancing transparency, accountability, and efficiency in decision-making.

While the Corporate Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, the Committees of the Board have been constituted in compliance with the provisions of the Companies Act, 2013. This ensures that the governance framework of the Company remains robust and aligned with the applicable statutory requirements.

During the year under review, all Committees of the Board functioned effectively and discharged their respective responsibilities with diligence. The Board has accepted all recommendations made by its Committees, thereby reinforcing the independence, objectivity, and effectiveness of the governance process.

For a comprehensive overview of the Board Committees, including their composition, terms of reference, frequency of meetings and attendance details, stakeholders are directed to refer to the Corporate Governance Report, which forms an integral part of this Annual Report.

INDEPENDENT DIRECTORS MEETING:

In accordance with the provisions of Section 149 (8) of the Act, read with the Schedule IV of Code for Independent Directors and rules made thereunder and Regulation 25(3) of the Listing Regulations, the Independent Directors are required to hold at least one separate meeting in a financial year. The Company convened 1 such meetings during the financial year 2025-26, on August 14, 2025, thereby complying with the requirement of holding meeting of Independent Directors as mentioned in Part E of Schedule II of the Listing Regulations. Meeting was conducted without the presence of Non-Independent Directors or members of the Management, thereby providing a dedicated forum for independent deliberations on the Boards performance, governance framework and overall strategic oversight. The Independent Directors met inter-alia, to: Review the performance of the Non-Independent Directors and the Board as a whole. Review the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors of the Company. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION FROM INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, the Company has obtained requisite declarations from all the Independent Directors, affirming that they meet the criteria of independence.

Each Independent Director has affirmed that they:

fulfil the criteria of independence, as specified under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

have complied with the requirements of Regulation 25(8) of the Listing Regulations.

are not disqualified from being appointed, re appointed or continuing as an Independent Director under the statutory requirements of the Act or the Listing Regulations.

have complied with the registration requirements of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), as applicable.

The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule IV of the Act. Based on these declarations received from the Independent Directors, the Board has evaluated and confirmed that all Independent Directors remain independent of the management and are in full compliance with the relevant statutory provisions

Familiarization Program for Independent Directors:

The Company places substantial emphasis on the orientation and familiarization of its Independent Directors, to ensure they possess the insights required to discharge their duties effectively. The Company conducts comprehensive familiarization programs covering the Companys operations, governance framework and evolving regulatory landscape.

Detailed information regarding these familiarization programs is outlined in the Corporate Governance Report, which forms an integral part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a policy on Nominations & Remuneration for Directors, Key Managerial Executives, Senior Management and Other Employees, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior Management and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and SEBI (LODR) Regulations. The Companys Remuneration Policy is available on the Companys website at www.bglgroup.in.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

Pursuant to the provisions of Section 134 (3) (p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. The manner in which the performance evaluation was carried out is given in detail in the Corporate Governance Report, annexed to this Report.

ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on website of the Company at www.bglgroup.in

DIRECTORS DISCLOSURES

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors Responsibility Statement, your Directors confirm that: a. That in preparation of annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b. That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2025-26 and of the Profit & Loss of the company for the period under report;

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts on a going concern basis;

e. The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013 read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014, The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

The Board of Directors of the Company have adopted various policies like Policy on determining Material Subsidiary, Policy on Determination of Materiality of Events of Information, Whistle Blower Policy, Policy on Related Party Transactions, Policy on Prohibition of Insider Trading, Policy on Prevention of Sexual Harassment at Workplace, policy on Corporate Social Responsibility, Nomination and Remuneration Policy such other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding 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 Plan is aimed at evaluation of the efficacy and adequacy of internal control system and compliance, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The respective Process Owners take the requisite corrective action, based on internal audit reports/findings. Further, the Internal Auditors place their significant audit observation & corrective actions thereon are presented to the Audit Committee for their review.

CREDIT RATING

There are no outstanding loans and advances on your company. Hence, this Provision is not applicable to your Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board of Directors has formulated a Whistle Blower Policy/Vigil Mechanism which is in compliance with the provisions of Section 177 (09) of the Companies Act, 2013, to encourages Directors and employees to bring to the Companys attention, instances of unethical behavior, and actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Companys operations, business performance and / or reputation.

The Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is the Companys Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy/Vigil Mechanism is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Companys corporate website at www.bglgroup.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of the Companies Act 2013 is not applicable on the company.

RISK MANAGEMENT COMMITTEE AND POLICY

In terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is not falling under the top 1000 listed entities based on market capitalization. Therefore, there is no requirement to constitute Risk Management Committee.

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. Business Risk evaluation and Management is an ongoing process within the Organization. In terms of regulation 17(9) (b) of the Listing Regulations and pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The objective of Risk Management Policy at Bhagawati Gas Limited is to preserve shareholder value to the extent practically feasible and to ensure sustainable business growth with stability by identifying and mitigating major operating, and external business risk. In order to achieve the key business objectives, the policy establishes a structured and disciplined approach to Risk Management, including the development of the Risk Register, in order to guide decisions on risk related issues. The specific objectives of the Risk Management Policy are:-

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed, mitigated, monitored and reported.

2. To establish a framework for the Companys risk management process and to ensure Companywide implementation.

3. To ensure systematic and uniform assessment of risks related with construction projects.

4. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

5. To assure business growth with financial stability.

The effectiveness of Risk Mitigation plans shall be ensured through proper monitoring, evaluation of outcomes of mitigation plans and to look for the scope of its applicability in other areas in order to achieve overall objective of this policy.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in “Annexure-II” which forms part of the Directors Report.

AUDITOR

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139, 141, 142 of the Act and the rules framed thereunder, M/s JAIN PARASBILALA & CO., Chartered Accountants (FRN: 011046C), Jaipur zensuing Annual General Meeting and shall be for such term and on such remuneration as may be determined in accordance with the applicable provisions of the Companies Act, 2013.

The Report given by the Statutory Auditors on the financial statement of the Company for the financial year ended 31st March, 2026, forms part of this Report.

STATUTORY AUDITORS REPORT

The qualification/observation of the Auditors given in the Auditors Report are self-explanatory and have been explained/ clarified, wherever necessary, in the notes to the Financial Statements except as under:

1. Loans/advances given by the company considered doubtful for recovery & non recognition of expected credit loss (ECL) as per IND AS 109

The Company has not provided balance confirmation regarding Advances given for purchase of property amounting to Rs. 79.10 lakhs included under other non-current asset, Advances to Material and Service providers amounting to Rs. 236.22 lakhs included under other-current asset and Rs. 51.15 lakhs shown under non-current assets as loans.

All these loans/advances are outstanding since long time raising significant doubt regarding their recoverability. Furthermore, in the case of advances to material and service providers, no agreements or supporting documentation such as copies of purchase/work orders were available on record to substantiate the purpose or terms of such advances.

Therefore, we are unable to comment on the consequential impact of the same if any on the statement because of uncertainty about recoverability of these advances.

Due to the prevailing uncertainties regarding the recoverability and settlement of these balances recognition of provision for expected credit loss was considered necessary in accordance with Ind As-109. However, in the absence of a formally documented Expected Credit Loss (ECL) policy or assessment to evaluate the collectability of these balances, no provision has been made. Consequently, we are unable to determine the potential impact, if any, of non-recognition of such provision on the accompanying financial statements.

2. Bank statement not available on record

During the course of audit, company has not provided bank statement and confirmation of the current status of ICICI Bank Account having a balance of Rs. 0.53 Lakhs shown as part of cash and cash equivalents as on March 31, 2026. Accordingly, we are unable to comment upon the consequential impact, if any, on the statement.

3. Uncertainty Relating to Outstanding Current Borrowings and Financial Liabilities

The Company has not provided us with external balance confirmations in respect of Current Borrowings amounting to Rs. 27.00 lakhs and Other Current Financial Liabilities amounting to Rs. 11.86 lakhs.

Therefore, we are unable to comment on the existence, accuracy, and completeness of these balances. These amounts have remained outstanding for a long period, and there exists an uncertainty regarding their ultimate settlement. Consequently, we are unable to determine the potential impact, if any, on the accompanying financial statements.

4. Non-renewal of Bank Guarantee

The Honble Supreme Court of India, vide its order dated August 2, 2018 in the matter of Hindustan Copper Limited (HCL) versus Bhagawati Gas Limited [Civil Appeal No. 7454/2018], directed the Company to furnish a bank guarantee equivalent to 50% of the amount of Rs. 1,733 lakhs deposited by HCL before the High Court of Rajasthan at Jaipur and permitted release of the balance amount without furnishing security. The company complied with the direction by providing bank guarantee of Rs. 866.50 lakhs.

During the course of our audit in the current financial year, we observed that the bank guarantee furnished by the Company through Canara Bank of Rs. 400 lakhs has not been renewed, notwithstanding that the matter is still pending for final adjudication before the Court. We further observed that the Company has redeemed fixed deposits aggregating to Rs. 250 lakhs out of total fixed deposits of Rs. 400 lakhs that were maintained as security against the aforesaid bank guarantee.

In the absence of renewal of the bank guarantee and considering the pending status of the litigation, we are unable to determine the financial consequences, if any, arising from non-compliance with the aforesaid judicial directions, including any consequential liabilities, penalties. Accordingly, we are unable to determine the impact of this matter on the accompanying financial statements.

REPLY BY MANAGEMENT ON AUDITORS QUALIFIED OPINION:

In respect of above stated qualifications, your directors would like to clarify the following:

1. Advances Considered Doubtful & Non-Recognition of ECL

We are hopeful that majority of these advances will be duly recovered and hence provision for Expected credit loss is not considered necessary.

2. Bank Balance Confirmation:

The account became dormant therefore we are unable to produce the statement to auditor. However, we are trying to obtain the relevant bank statement and confirmation from the bank and will update the records. ‘upon receipt of the same.

3. Uncertainty Relating to Outstanding Current Borrowings and Financial Liabilities:

We are in process of obtaining balance confirmation from the creditors and the same will be shared with auditors and when received.

4. Non-renewal of Bank Guarantee:

The matter is under consideration of the management in consultation with legal advisors and appropriate action, if considered necessary, shall be taken based on future developments.

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company and other class of companies as may be prescribed, is required to appoint Secretarial Auditor to carry out secretarial Audit of the Company.

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on July 04, 2025, the Board appointed M/s ATCS & Associates, Company Secretaries in Practice, Jaipur, as the Secretarial Auditor of the Company for the first term of five consecutive years for the Financial Years 2025 2026 to 2029 2030 which was subsequently approved by the members of the company through postal ballot dated May 07, 2026

The Secretarial Audit Report for FY 2025-26 of the Company is appended as Annexure III to the Directors Report.

The Company has undertaken an audit for the Financial Year ended March 31, 2026 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit Report issued by M/s ATCS & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company for the financial year ended March 31, 2026, is given in Annexure-III and Secretarial Compliance Report of the Company and it carries the following qualifications:

During the period under review, the composition of the Board of Directors was not in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, for the quarter ended June 2025 owing to a vacancy in the office of Independent Director. Subsequently, the said requirement was complied with during the subsequent quarters upon appointment of Independent Director.

i. During the period under review, the composition of the Audit Committee and the Nomination and Remuneration Committee was not in conformity with the applicable statutory and regulatory requirements for the quarter ended June 2025. Subsequently, the said requirements were complied with in July 2025 upon appointment of an Independent Director. ii. During part of the financial year under review, the Companys website was not fully maintained in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Guidelines till August 2025. The website was subsequently updated and duly maintained from August 2025 onwards.

iii. During the period under review the company has delayed in submission of financial results for the nine months ended on December 31, 2025. iv. Delisting and Compliance Status:

The trading in the equity shares of the Company was suspended and the shares were delisted from BSE Limited with effect from May 11, 2018, pursuant to the public notice published by BSE Limited in Financial Express dated May 12, 2018. The Company challenged the delisting before the Securities Appellate Tribunal (“SAT”) on May 6, 2019; however, the appeal was dismissed on November 11, 2019, following which the Company preferred a Civil Appeal before the Honble Supreme Court of India. Pursuant to the order dated February 19, 2024 passed by the Honble Supreme Court in Civil Appeal No. 335-336 of 2020, the Company submitted the requisite undertaking on March 7, 2024 and initiated the process for completion of the pending compliances. Although the Company submitted the requisite documents, annexures and applicable fees/fines to BSE Limited within the stipulated timeline, certain compliances remained outstanding and BSE Limited, vide its communication dated June 24, 2024, continued the compulsory delisting status. Subsequently, pursuant to the order dated July 17, 2025 passed by the Honble Supreme Court, the Company was granted further time to complete the pending compliances. Upon completion of the requisite compliances, BSE Limited, vide its communication dated August 21, 2025, revised the status of the Company from “Delisted” to “Suspended”. The suspension was subsequently revoked and trading in the equity shares recommenced with effect from February 26, 2026. Accordingly, the equity shares of the Company were listed and available for trading on BSE Limited as at March 31, 2026.

v. The company has not complied with following regulations of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other SEBI Regulations:

a) During period under review, 100% of the promoter and promoter group shareholding was not held in dematerialized form as required under Regulation 31(2) of the SEBI (LODR) Regulations, 2015.

b) During the financial year under review, the Company had not filled the vacancy in the office of the Compliance Officer within the prescribed period of three months from the date of vacancy as required under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) During the period under review certain filings under Regulations 13(3), 29, 31, 33 and 44 could not be submitted in XBRL mode within prescribed time limit for part of the year due to non-availability of BSE Listing Centre login credentials. The credentials were received in August, 2025 and thereafter the Company submitted the all the disclosures including pending disclosure within a time limit.

d) During the period under review, the financial results for the quarters ended June, 2025 and September, 2025 were published only in an English newspaper and were not published in a regional language newspaper as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) During the period under review, the Integrated Governance Report for the quarter ended September, 2025 was not filed within the prescribed timeline as required under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f) During the period under review, the Reconciliation of Share Capital Audit Report for the quarters ended June, 2025 and September, 2025 could not be submitted in XBRL mode within prescribed time limit of the year due to non-availability of BSE Listing Centre login credentials.

The credentials were received in August, 2025 and thereafter the Company submitted the all the disclosures including pending disclosure within a time limit.

g) During the period under review, the Company had not maintained the Structured Digital Database (SDD) in accordance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for part of the financial year. Further, one entry pertaining to the appointment of a Key Managerial Personnel (KMP) was not recorded within the prescribed timeline as required under the aforesaid regulations.

Reply by Board:

In respect of above stated qualifications, your directors would like to clarify the following:

The Board acknowledges that, during the quarter ended June 30, 2025, the composition of the Board and certain Committees was not in conformity with the applicable requirements due to a vacancy in the office of Independent Director. The vacancy was subsequently filled in July 2025, pursuant to which the requisite compliance was restored.

The Board acknowledges that, during part of the financial year under review, the Companys website was not fully updated and maintained in accordance with the applicable requirements. The Company took corrective measures and updated the website, and the same has been duly maintained from August 2025 onwards. The Company has also strengthened its internal monitoring mechanism to ensure timely updating of the website and continued compliance with the applicable requirements.

The Board acknowledges that there was a delay in submission of the financial results for the nine months ended December 31, 2025. The delay was procedural in nature and occurred due to a technical glitch.

The Board notes the historical compulsory delisting of the Companys equity shares from BSE Limited and the subsequent legal proceedings. Pursuant to the order dated July 17, 2025 of the Honble Supreme Court, the Company completed the requisite pending compliances within the extended period. Consequently, BSE Limited revised the status of the Company from “Delisted” to “Suspended” vide its communication dated August 21, 2025. Thereafter, the suspension was revoked and trading in the equity shares of the Company recommenced with effect from February 26, 2026.

The Board acknowledges that 100% of the promoter and promoter group shareholding was not held in dematerialised form during the period under review, as required under Regulation 31(2) of the SEBI (LODR) Regulations, 2015. The Company is coordinating with the concerned shareholders and its Registrar and Share Transfer Agent for completion of the requisite dematerialisation and related formalities. The Company is taking necessary steps to achieve full compliance with the applicable requirement.

The Board acknowledges that the vacancy in the office of the Compliance Officer was not filled within the prescribed period of three months as required under Regulation 6(1) of the SEBI (LODR) Regulations, 2015. The Company has subsequently taken necessary steps to regularise the position and has strengthened its compliance monitoring mechanism to ensure timely appointment and compliance with the applicable requirements in future.

The Board acknowledges that certain filings under Regulations 13(3), 29, 31, 33 and 44 of the SEBI (LODR) Regulations, 2015 could not be submitted in XBRL mode within the prescribed timelines due to non-availability of the Companys BSE Listing Centre login credentials. The requisite credentials were received in August 2025, following which the Company submitted the pending disclosures and thereafter ensured timely filing of the applicable disclosures.

The Board acknowledges that the financial results for the quarters ended June 30, 2025 and September 30, 2025 were published only in an English newspaper and were not published in a newspaper circulating in the regional language, as required under Regulation 47 of the SEBI (LODR) Regulations, 2015. The Company has subsequently taken corrective measures and strengthened its compliance process to ensure that the applicable publication requirements are adhered to within the prescribed timelines.

The Board acknowledges that the Integrated Governance Report for the quarter ended September 30, 2025 was not filed within the prescribed timeline under Regulation 27(2) of the SEBI (LODR) Regulations, 2015. The delay was primarily due to ongoing correspondence with BSE Limited regarding the applicability of the Corporate Governance provisions to the Company, which had become applicable during the financial year pursuant to the amendments to the Listing Regulations. The Company has subsequently taken necessary steps to ensure timely compliance with the applicable requirements.

The Board acknowledges that the Reconciliation of Share Capital Audit Reports for the quarters ended June 30, 2025 and September 30, 2025 could not be submitted in XBRL mode within the prescribed timelines due to non-availability of the Companys BSE Listing Centre login credentials. The requisite credentials were received in August 2025, following which the pending disclosures were duly submitted. The Company has strengthened its compliance monitoring mechanism to ensure timely filing of such reports in future..

The Board acknowledges that, during part of the financial year under review, the SDD could not be effectively maintained due to non-availability of adequate technical support, resulting in an inadvertent delay. The entry was subsequently updated, and the SDD system was renewed and operationalized. The Company has taken necessary measures to ensure timely and continuous compliance going forward.

COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/ removed in the Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30^th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 2025 and there is no requirement of maintenance of cost records as per section 148 of the Companies Act, 2013.

INTERNAL AUDITOR

M/S M N G AND ASSOCIATES, Chartered Accountant FRN- 036500N, Delhi was appointed to conduct Internal Audit of the company for the financial year 2025-26 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

Further, being re-appointed as the Internal Auditor to conduct the Internal Audit of the Company for the financial year 2026-27 vides Board Resolution dated August 14, 2026.

REPORTING OF FRAUD BY AUDITORS

During the Financial year 2025-26, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013.

INVESTOR GRIEVANCE REDRESSAL

The shares of the Company are held in physical and Dematerialized form. Skyline Financial Services Private Limited has been appointed and it has been acting as the Registrar and Share Transfer Agent of the Company for carrying out shares transfer and other ancillary work related thereto. Skyline Financial Services Private Limited has appropriate systems to ensure that requisite service is provided to investors of the Company in accordance with the applicable corporate and securities laws and within the adopted service standards.

As per regulation 13 of Securities and Exchange Board of India (Listing Obligations & disclosure Requirements) Regulations, 2015, and the number of complaints received and resolved to the satisfaction of investors during the year under review. There were no pending complaint or share transfer cases as on March 31, 2026, as per the certificate given by RTA.

Detailed information regarding investor grievance redressal is outlined in the Corporate Governance Report, which forms an integral part of this Annual Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

In accordance with the requirements of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, a Reconciliation of Share Capital Audit is required to be carried out by a Practicing Company Secretary on a quarterly basis. The objective of the audit is to reconcile the total admitted capital with the records of the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), with the total issued and listed capital of the Company. The audit further confirms that the total issued and paid-up share capital is in agreement with the aggregate of the total number of shares in physical form and those held in Dematerialized form with NSDL and CDSL. The report of such audit is required to be submitted to the Stock Exchanges where the Companys shares are listed.

During the financial year, the Reconciliation of Share Capital Audit Report for the quarters ended June, 2025 and September, 2025 could not be submitted in XBRL mode within prescribed time limit of the year due to non-availability of BSE Listing Centre login credentials. The credentials were received in August, 2025 and thereafter the Company submitted the all the disclosures including pending disclosure within a time limit.

CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management Personnel of the Company and the said code of conduct is placed on the website of the Company at www.bglgroup.in. All the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct for the financial year 2025-26. A declaration to this effect, signed by the CEO& Director of the Company is herewith attached as a part of this Report.

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations & disclosure Requirements) Regulations, 2015, has been posted on the Companys website www.bglgroup.in . All the Board Members and Senior Management Personnel have confirmed compliance with the Code of Conduct for the financial year 2025-26.

A declaration to this effect, signed by the CEO & Director of the Company is annexed with Corporate Governance Report, which forms an integral part of this Annual Report.

CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY

During the financial year under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future except for delisting of securities as detailed earlier in this report.

INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance sexual harassment at workplace. 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. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review.

The following is a summary of Sexual Harassment complaints received and disposed of during the year 2025-26:

No. of Complaints received: NIL No of complaints disposed of: NIL

MATERNITY BENEFITS

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017. All eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the law.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26.

CAUTION STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commit to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

INSIDER TRADING CODE

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Companys Securities (“Code”) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons while in possession of unpublished price sensitive information in relation to Company. The code is hosted on website of the Company at www.bglgroup.in.

DETAILS OF COMPULSORY DELISTING AND SUBSEQUENT RE-LISTING OF EQUITY SHARES

The trading in the equity shares of the Company was suspended and the shares were delisted from BSE Limited with effect from May 11, 2018, pursuant to the public notice published by BSE Limited in Financial Express dated May 12, 2018. The Company challenged the delisting before the Securities Appellate Tribunal (“SAT”) on May 6, 2019; however, the appeal was dismissed on November 11, 2019, following which the Company preferred a Civil Appeal before the Honble Supreme Court of India. Pursuant to the order dated February 19, 2024 passed by the Honble Supreme Court in Civil Appeal No. 335-336 of 2020, the Company submitted the requisite undertaking on March 7, 2024 and initiated the process for completion of the pending compliances. Although the Company submitted the requisite documents, annexures and applicable fees/fines to BSE Limited within the stipulated timeline, certain compliances remained outstanding and BSE Limited, vide its communication dated June 24, 2024, continued the compulsory delisting status. Subsequently, pursuant to the order dated July 17, 2025 passed by the Honble Supreme Court, the Company was granted further time to complete the pending compliances. Upon completion of the requisite compliances, BSE Limited, vide its communication dated August 21, 2025, revised the status of the Company from “Delisted” to “Suspended”. The suspension was subsequently revoked and trading in the equity shares recommenced with effect from February 26, 2026. Accordingly, the equity shares of the Company were listed and available for trading on BSE Limited as at March 31, 2026.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT DIRECTOR

There are no pecuniary relationships or transactions of the non-executive independent director vis-a-vis the company for the period ending March 31, 2026.

GREEN INITIATIVES

The electronic copies of the Annual Report for FY 2025-26 and the Notice of the 31st Annual General Meeting is being sent to all Shareholders whose email addresses are registered with the Company / Depository participants (DP). For Members who have not registered their email addresses, a separate letter together with the link of the Annual Report will be sent, separately.

To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their DP in case the shares are held by them in electronic form and with Registrar and Transfer Agent, in case the shares are held by them in physical form.

GENERAL DISCLOSURES

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

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable.

5. The requirement to disclose 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, is not applicable.

6. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a Non-Executive Directors in subsidiary Companies.

7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

8. There was no revision of financial statements and Boards Report of the Company during the year under review.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

	For and on behalf of the Board of Directors
	For Bhagawati Gas Limited
Regd. Office:
Banawas, Khetri Nagar,
Jhunjhunu, Rajasthan-333504	Sd/-
CIN: U24111RJ1974PLC005789	Rakesh Samrat Bhardwaj
Date: August 14, 2026	Chairman & Managing Director
Place: NewDelhi	DIN:00029757