Directors Report of BN Agrochem Ltd.

Mar 31, 2025

Your directors have great pleasure in presenting the 34th (Thirty fourth) Annual Report along with the Audited Financial Statements and the Auditor''s Report of the Company for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

Your Company sustained good performance and enhanced its Net Worth, however, during the financial year 2024-25 your company faced losses. The key highlights of financials as stated in the Audited financial statements along with corresponding performance for the previous year are as below: -

(Rs. in Lacs)
	Standalone		Consolidated
PARTICULARS	2024-25	2023-24	2024-25	2023-24
	Amount	Amount	Amount	Amount
Revenue from Operations	2562.89	708.80	29,940.64	708.80
Other Income	-	-	6,781.56	-
TOTAL INCOME	2562.89	708.80	36,722.20	708.80
OPERATING EXPENSES
Purchase of Stock in trade	2502.34	697.36	28,133.94	697.36
Employee Benefit Expenses	160.22	182.43	228.60	182.43
Finance Costs	869.45	0.70	870.00	0.70
Other Expenses	4996.81	140.92	5323.56	140.80
TOTAL EXPENSES	8528.51	1021.43	34,556.10	1021.30
Profit /(Loss) Before Tax(PBT)	(5965.93)	(312.62)	2,166.11	(312.50)
Tax Expenses: (i ) Current Tax			197.89
(ii) Deferred Tax	(2.79)	-	(7.34)	-
(iii) Excess Provision of Income Tax	-	-	-	-
Profit/Loss after Tax(PAT)	(5963.13)	(312.62)	1975.56	(312.50)
Other Comprehensive Income	-	-	95.00	(0.14)
Total Comprehensive Income for the year	(5963.13)	(312.62)	2070.56	(312.63)
Earnings per Equity Share Equity Share of Rs 10 each Basic	(28.23)	(3.16)	9.35	(3.16)
Diluted	(24.51)	(2.06)	8.96	(2.06)

The Company has adopted Indian Accounting Standard (referred to as "Ind AS") and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("Act") read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

DIVIDEND

In view of the accumulated losses resulting in erosion of reserves and with a focus on conserving resources for the Companyâs long-term sustainability and financial prudence, the Board of Directors has deemed it appropriate not to recommend any dividend for the financial year ended March 31, 2025.

RESERVES

During the year under review your company transferred INR (5963.13) Lakhs in retained earnings under reserve and surplus.

REVIEW OF OPERATIONS

During the financial year ended March 31, 2025, the Company incurred a Net Loss of INR 5,963.13 Lakhs, primarily attributable to statutory compliance costs and other preliminary expenditures, as the Company is yet to commence its commercial operations. The Net Worth of the Company stood at INR 31,107.97 Lakhs as on March 31, 2025.

In alignment with its long-term strategic vision, the Board of Directors continues to evaluate viable business opportunities with the potential to deliver sustainable and scalable growth. The Company is actively assessing emerging and high-potential sectors, both domestically and internationally, with the objective of initiating meaningful business activity.

To ensure preparedness for future operations, the Company is focused on strengthening its internal governance and operational frameworks, conducting detailed market assessments, and engaging with relevant industry stakeholders. These efforts are aimed at positioning the Company with a smooth and effective transition into its next phase of business.

FUTURE OUTLOOK

The Company continues to focus on identifying strategic opportunities in sectors that offer longterm growth potential and align with emerging market trends, in agro commodities.

The management remains committed to transforming the Company into a dynamic and revenuegenerating entity. With continued support from the BN Group, your Company is positioned to take concrete steps toward market entry and long-term value creation in the upcoming financial year.

Efforts are also underway to strengthen internal systems, enhance operational preparedness, and establish a robust foundation to support future business activities. The Board remains committed to driving sustainable value creation and positioning the Company for a successful transition into active operations.

The outlook is optimistic, supported by a solid strategic foundation, active business planning, and a focused leadership team.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company continued to diversify its business interests by exploring opportunities across multiple high-growth sectors. It has acquired interests in entities engaged in the manufacturing and trading of various types of oils, oil seeds, solvent extractions, extracted oil cakes, and refined edible oils. The Company is also actively evaluating opportunities in the

agricultural and food-related agri-resource segment.

In addition, the Company has expanded its strategic focus to include emerging areas such as renewable energy and technology-driven solutions. This includes business activities relating to solar and wind energy systems, as well as software development, system integration, and IT-enabled services. These initiatives are aligned with the Companyâs long-term objective of establishing a presence in sustainable and innovation-led sectors.

DEMATERIAZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Ltd. (CDSL). The International Securities Identification Number (''ISIN'') allotted to the paid- up Equity Shares Ordinary Shares under the Depository System are INE00HZ01011 to enable the shareholders to trade and hold share in an electronic / dematerialized form. The shareholders are advised to take benefits from dematerialization.

DIRECTORS & KEY MANAGERIAL PERSONNEL (A) DIRECTORS:

The Board of Directors, along with the Committees of the Board, provides leadership and guidance to the Company''s Management and directs, supervises, and controls the activities of the Company. The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business.

During the year under review Mr. Rakesh Kumar (DIN: 08531595) was appointed as an Independent Director of the Company effective from August 12, 2024.

As on March 31, 2025, the Company''s Board comprises the following Directors:
Sr. No.	Name of Directors	DIN	Designation
1	Mr. Anubhav Agarwal	02809290	Managing Director & CEO
2	Mr. Rakesh Kumar Verma	09678733	Independent Director
3	Mrs. Shalu Saraf	07794916	Independent Director
4	Mr. Ashutosh Sharma	09501382	Non-Executive Director
5	Mr. Rakesh Kumar	08531595	Independent Director

Note: During the quarter ended June 30, 2025, there was a reconstitution in the Board of Directors of the Company, pursuant to which changes were made in the composition of the Board, including appointment and/or cessation of certain directors, as per applicable regulatory requirements.

1. Mr. Chintan Ajaykumar Shah (DIN: 05257050) was appointed as an Additional Director & CEO of the Company and further approved to designate as Whole -Time director of the Company subject to approval of shareholders in general meeting.

2. The designation of Mr. Anubhav Agarwal changed from Managing Director & CEO to NonExecutive Director of the company w.e.f May 21, 2025 subject to approval of shareholders.

3. During the quarter ending 30.06.2025, Mr. Ashutosh Sharma resigned from the position of directorship from the company w.e.f May 21, 2025.

4. During the quarter ending 30.06.2025, Mr. Sandeep Chauhan (DIN: 11137749) was appointed as an Additional Director of the Company and further approved to designate as Independent Director of the Company subject to approval of shareholders in general meetings.

The Board is of the opinion that the Independent Directors of the Company have the required integrity, expertise, and experience (including proficiency) and are people of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the management.

The Company has received the necessary declaration from all Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16 (1) (b) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Rules, Regulations or amendments made there under respectively.

(B) KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the following are the Key Managerial Personnel of the Company:

(1) Mr. Anubhav Agarwal - Managing Director & CEO

(2) Mrs. Manisha - Chief Financial Officer

(3) Mrs. Reetika Mahendra - Company Secretary and Compliance Officer BOARD MEETINGS

During the financial year 2024-25 a total of 6 (Six) Board Meetings were convened i.e. 15.05.2024, 27.06.2024, 12.08.2024, 12.11.2024, 10.01.2025, 13.02.2025 respectively. The intervening gap between the two Board Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 (2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Sr. No.	Name of Directors	No. of Meetings Attended	Total No. of Meetings Held
1	Mr. Anubhav Agarwal	6	6
2	Mr. Rakesh Kumar Verma	6	4
3	Mrs. Shalu Saraf	6	6
4	Mr. Ashutosh Sharma	6	6
5	Mr. Rakesh Kumar	3	3

# Appointed as Director w.e.f. 12.08.2024 INDEPENDENT DIRECTOR''S MEETING

During the year under review the Independent Directors of the company have duly conducted their meeting on March 28, 2025, in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013.

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have experience in financial and accounting management. As on March 31, 2025, the Audit Committee comprises the following members:

Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2	Mrs. Shalu Saraf	Member	Non-Executive - Independent Director
3	Mr. Rakesh Kumar	Member	Non-Executive - Independent Director
4	Mr. Anubhav Agarwal	Member	Executive Director
Number and date of Audit Committee meeting held during the year: -
During the financial year 2024-25, 4 (Four) Audit Committee Meetings were convened on 15.05.2024, 12.08.2024, 12.11.2024, 13.02.2025. All the recommendations made by the Audit Committee were considered and accepted by the Board. NOMINATION AND REMUNERATION COMMITTEE The composition of the Nomination and Remuneration committee is in alignment with the provision of Section 178 of the Companies Act, 2013. As on March 31, 2025, the Nomination and Remuneration Committee of the Company comprises the following members:
Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Chairperson	Non-Executive Independent Director
2	Mrs. Shalu Saraf	Member	Non-Executive Independent Director
3	Mr. Rakesh Kumar	Member	Non-Executive - Independent Director
4	Mr. Anubhav Agarwal	Member	Non-Executive Director
Number and date of Nomination and Remuneration Committee meeting held during the year:
During the financial year 2024-25, 3 (Three) Nomination and Remuneration Committee Meetings were held on 15.05.2024, 12.08.2024 and 13.02.2025. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company. The Nomination and Remuneration policy is available on the website of the Company i.e. https://www.bn-holdings.com/public/upload/code_of_conduct/1698505187.pdf STAKEHOLDERS RELATIONSHIP COMMITTEE The company has a Stakeholders Relationship Committee comprising of the following members:
Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Chairperson	Non-Executive Independent Director
2	Mr. Rakesh Kumar	Member	Non-Executive Independent Director
3	Mr. Ashutosh Sharma	Member	Non-Executive Director
4	Mr. Anubhav Agarwal	Member	Executive Director

Number and date of Stakeholder Relationship Committee meeting held during the year: -

During the financial year 4 (Four) Stakeholders Relationship Committee Meeting were convened on 15.05.2024, 12.08.2024, 12.11.2024, 13.02.2025.

ALL the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Board of Directors.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

Your directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory.

CERTIFICATIONS

a) Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Chief Executive Officer and the Chief Financial Officer have submitted a compliance certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

b) Certification under Regulation 34 (3) read with Schedule V Para C clause of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

In terms of Regulation 34 read with Schedule V Para C clause 10(I) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has received a Certificate from practicing Company Secretaries stating that none of the Directors are disqualified and the said certificate forms part of the report.

DESIGNATED E-MAIL ADDRESS FOR INVESTOR SERVICES

To serve our investors better and as required under Regulation 46(2) (j) of the SEBI Listing Regulations, the designated e-mail address for investor complaints is [email protected].

The e-mail address for grievance redressal is monitored by the Company''s Compliance Officer. CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2025, your Company has 2 (two) wholly-owned overseas subsidiaries namely (i) BN Holdings Singapore PTE Limited at Singapore incorporated on February 14, 2024, and (ii) BN Holdings Europe Limited at London incorporated on February 17, 2024.

Further, during the year under review, BN Holdings Europe Limited has incorporated its wholly owned subsidiaries at Liberia namely BNPB Industries Liberia Cooperation.

Accordingly, for the quarter and year ended March 31, 2025, the Company has submitted the Consolidated Financial Statements.

In accordance with the provisions of the Companies Act, 2013 and Indian Accounting Standard, the audited consolidated financial statement forms part of the Annual Report of the Company.

SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital as on March 31, 2025, was 125,00,00,000 (Rupees One Hundred and Twenty-Five Crore Only) comprising Issued Share Capital of 12,50,00,000 equity share of face value of INR 10/- each and the Subscribed & paid-up share capital of INR 97,77,29,410 (Rupees Ninety-Seven Crore Seventy-Seven Lakhs Twenty-Nine Thousand Four Hundred and Ten)

divided into 9,77,72,941 equity shares face value of I NR 10 /- each.

During the year under review the Authorized share capital of the company has increased from INR 62,00,00,0000 (Rupees Sixty-Two Crore only) to INR 125,00,00,000 (Rupees One Hundred Twenty-Five Crore Only).

During the year under review the Company paid up share capital of the company has been increased from INR 9,89,83,000 (Rupees Nine Crore Eighty-Nine Eighty-Three Thousand Only) to INR 97,77,29,410 (Rupees Ninety-Seven Crore Seventy-Seven Lakhs Twenty-Nine Thousand Four Hundred and Ten Only).

The Company has not issued shares with differential voting rights neither granted stock options nor sweat equity shares.

DEPOSITS

During the year under review your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, the Company has made an investment in Equity Instruments of BN Holdings Europe Ltd (wholly owned subsidiary) of USD 34 million (34 million shares of 1 $ each) equivalent to INR 283.75 Crore (as on date of investment).

All the investments made by the company during the year under review are within the limit of section 186 of the Companies Act, 2013 as approved by the Shareholders of the Company in the Annual General Meeting held on September 22, 2023.

INTERNAL FINANCIAL CONTROL

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used, and the interest of the Company is safeguarded, and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval Procedures. However, the company has appointed an Internal Auditor under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee for financial year 2025-26. Reports for the year were submitted to the Audit Committee & Board for consideration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the financial position of the Company, the provision of section 135 of the Companies Act, 2013 is not applicable to the company.

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

Since there is no manufacturing carried on by the Company, particulars required to be given in the terms of Section 134(3)Â© of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy and Technology Absorption is not applicable.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed a cordial relationship with Stakeholders and employees at all levels.

FOREIGN INWARD AND OUTGO

The details of the inflow and outgo of foreign exchange during the year under review are as follows:

(Amt in Lakhs)
Particulars	2024-25	2023-24
Foreign Currency Earnings	775.08	7475.00
Foreign Currency Outgo	283.75	8.61

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors hereby would like to state that:

( i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2025 and of the Company''s profit or loss for the year ended on that date.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual financial statements have been prepared on a going concern basis.

(v) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and the Company had provided the disclosure in Form AOC-2 as Annexure-A. The Policy on materiality of related party transactions and dealing with related party transactions as approved by Board of Directors of the company may be

accessed on the website of the company at the link https://www.bn-holdings.com/public/upload/code_of_conduct/205629604.pdf

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Disclosures on related party transactions are set out in Notes to financial statements of the Standalone Annual Financial Statements the Consolidated Financial Statements as per "Ind AS".

During the year under review, the Company has also adopted the policy for determining Material Subsidiaries which may be accessed on the website of the company at the link https://www.bn-holdings.com/public/upload/code_of_conduct/27996645.pdf.

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES

During the year under review, the Companyâs wholly owned subsidiary namely BN Holdings Europe Limited at London, incorporated its wholly owned subsidiary (WOS) at Liberia on August 19, 2024. The

subsidiary is a corporation with shares and named as BNPB Industries Liberia Corporation (âBNPB Industriesâ) under registration number C-127782. The acquisition is by way of subscription of shares.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Company''s policy on appointment/reappointment of Independent Directors.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are afforded opportunities to familiarize themselves with the Company, its Management, and its operations during their association with the Company. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management, basis the requirement, provide an overview of the operations and familiarize the Directors with matters related to the Company''s values and commitments. The Directors are apprised at quarterly Board Meetings by way of presentations which inter-alia includes the company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Management.

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. The detail of familiarization programs is available on our website at:

https://www.bn-holdings.com/public/upload/code_of_conduct/1097027381.pdf CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule-V of Listing Regulations, a separate report on Corporate Governance forms an integral part of the Integrated Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under Clause E of Schedule V of the Listing Regulations, is annexed as Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in AnnexureâC

There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. No remuneration was paid to the Directors of the company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil. Mechanism named Whistle Blower Policy / Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company''s Website https://www.bn-holdings.com/public/upload/code_of_conduct/2109911235.pdf

RISK MANAGEMENT POLICY

The Company''s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholdersâ interest, to achieve its business objectives and enable sustainable growth. The Company has laid down a comprehensive Risk Assessment and Minimization Strategy which is reviewed by the Board from time to time. These Strategies are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in areas such as business, project execution, events, financial, human, environment and statutory compliance. The Policy is available on the company''s website at https://www.bn-holdings.com/public/upload/code_of_conduct/2001923590.pdf

PREVENTION OF INSIDER TRADING

The Company has Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board of Directors and the designated employees have confirmed compliance with the Code.

The Code is also available on the website of the Company at https://www.bn-holdings.com/public/upload/code_of_conduct/1949241981.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 which enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Company''s Website at https://www.bn-holdings.com/public/upload/code_of_conduct/899041012.pdf

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through company''s website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Company''s Website at:

https://www.bn-holdings.com/public/upload/code_of_conduct/1970988361.pdf

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As on March 31, 2025, the Company has a total of 6 employees.

Accordingly, the Company has taken sufficient measures and adopted a group policy for prevention of the Sexual Harassment of Women at Workplace in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under.

There is no complaints received during the year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

The company has neither made any application, nor any proceeding pending under Insolvency and Bankruptcy Code, 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future in the financial year 2024-25. Hence there are no court cases, litigations, matters pending against the Company.

AUDITORS AND AUDITOR''S REPORT

1. STATUTORY AUDITORS

M/S J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) appointed as Statutory Auditor of the Company to hold the office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting.

The Statutory Auditors M/S J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) have audited the Accounts of the Company for the financial year ended March 31, 2025, and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors'' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Details in respect of fraud reported by auditors.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The Board at its meeting held on November 12, 2024, has appointed M/S. MEHTA & MEHTA, Practicing Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2024-25.

The Report of the Secretarial Audit carried out is annexed herewith in the Director''s Report. The Secretarial Auditors'' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Further, M/S Mehta & Mehta, Practicing Company Secretaries (Firm Registration No.: P1996MH007500) appointed as Secretarial Auditor of the Company to hold the office from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting, subject to the approval of the shareholders.

EXTRACT OF ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return (Form MGT-7) for the financial year ended March 31, 2025 is available on the Company''s website and can be accessed at the financial year ended March 31, 2025 is available on the Company''s website and can be accessed at https://www.bn-holdings.com/annual-reports

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is presented as an Annexure- B forming part of this report.

LISTING AND TRADING OF SHARES

The Equity Shares of our Company are currently listed on BSE Limited. The Listing Fee for the financial year 2024-25 was paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MAINTENANCE OF COST RECORDS

Since the company is not engaged in any production of goods or providing services as defined under Section 148 of the Companies Act, 2013, the need to maintain cost records by the company does not arise.

GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report amongst others, to Shareholders at their e-mail address previously registered with the DPs and RTA.

Shareholders who have not registered their e-mail addresses are requested to do the same. Those holding shares in Demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA, by sending a request letter, duly signed by the first/sole holder quoting their details of Folio No.

MATERIAL EVENTS OCCURING AFTER CLOSURE OF FINANCIAL YEAR

0 During the quarter ending June 30, 2025, there was a reconstitution in the Board of Directors of the Company, pursuant to which changes were made in the composition of the Board, including appointment and/or cessation of certain directors, as per applicable regulatory requirements.

2. The designation of Mr. Anubhav Agarwal changed from Managing Director & CEO to NonExecutive Director of the company w.e.f May 21, 2025 subject to approval of shareholders.

3. During the quarter ended 30.06.2025, Mr. Ashutosh Sharma resigned from the position of directorship from the company w.e.f May 21, 2025.

4. During the quarter ended 30.06.2025, Mr. Sandeep Chauhan (DIN: 11137749) was appointed as an Additional Director of the Company and further approved to designate as Independent Director of the Company subject to approval of shareholders in general meeting.

0 The Board of Directors of the Company at its meeting held on July 23, 2025, consider and approved the change of the name of the Company, if approved by the ROC, CRC & MCA and consequent alteration in the memorandum of association and article of association of the company. Approved the change of name of the Company from BN Holdings Limited to the proposed names only upon receipt of approval from the concerned Registrar of Companies (ROC), Central Registration Centre (CRC) & Ministry of Corporate Affairs (MCA) and consequent alteration in clause I of the Memorandum of Association (MOA) and Articles of Association (AOA) of the Company subject to further approval by the shareholders.

0 The Board of Directors of the Company, at its meeting held on June 28, 2025, considered and approved a proposal to enter into a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The proposed Scheme involves the Company and the following entities:

â¢ A1 Agri Global Limited (âTransferor Company 1â)

â¢ B.N. Agritech Limited (âTransferor Company 2â),

â¢ Salasar Balaji Overseas Private Limited (âTransferor Company 3â)

The Scheme of Arrangement is subject to necessary approvals from the shareholders, creditors, stock exchange(s), Securities and Exchange Board of India (SEBI), and the Honâble National Company Law Tribunal (NCLT), as applicable. The objective of the proposed Scheme is to achieve operational synergies, consolidation of business operations, and enhancement of stakeholder value.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

During the year under review, there was no valuation relating to a one-time Settlement.

OTHER DISCLOSURES / REPORTING

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. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. ACKNOWLEDGEMENTS

Your directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government, the financial institutions, banks and the shareholders during the year under review.

Your directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees of the company.

Mar 31, 2024

Your directors have great pleasure in presenting the 33^rd (Thirty Third) Annual Report along with the Audited Financial Statements and the Auditorâs Report of the Company for the financial year ended March 31, 2024.

FINANCIAL SUMMARY

Your Company sustained the good performance and enhance its Net worth however, during the financial year 2023-24 your company faced losses. The key highlights of financials as stated in the Audited financial statements along with corresponding performance for the previous year are as under:-

(Rs. in Lacs)
	Standalone		Consolidated
PARTICULARS	2023-24	2022-23	2023-24	2022-23
	Amount	Amount	Amount	Amount
Revenue from Operations	708.80	-	708.80	-
Other Income	-	0.08	-	0.08
TOTAL INCOME	708.80	0.08	708.80	0.08
OPERATING EXPENSES
Purchase of Stock in trade	697.36	-	697.36	-
Employee Benefit Expenses	182.43	8.82	182.43	8.82
Finance Costs	0.70	1.88	0.70	1.88
Other Expenses	140.92	11.48	140.80	11.48
TOTAL EXPENSES	1021.43	22.17	1021.43	22.17
Profit /(Loss) Before Tax(PBT)	(312.62)	(22.09)	(312.62)	(22.09)
Tax Expenses: (I) Current Tax
(ii) Deferred Tax	_-	_-	_-	_-
(iii) Excess Provision of Income Tax	-	-	-	-
Profit/Loss after Tax(PAT)	(312.62)	(36.97)	(312.50)	(36.97)
Other Comprehensive Income Total Comprehensive Income for the year	_-	_-	_-	_-
Earnings per Equity Share Equity Share of Rs 10 each Basic	(3.16)	(0.37)	(3.16)	(0.37)
Diluted	(2.06)	(0.37)	(2.06)	(0.37)

During the financial year 2022-23 the company does not have any subsidiary therefore the standalone financial figures are provided in the consolidated table.

The Company has adopted Indian Accounting Standard (referred to as âInd ASâ) and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (âActâ) read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

DIVIDEND

Your Board of Directors do not recommend any dividend for the financial year ended March 31, 2024 considering to repair past losses which resulted in erosion of reserves and conservation of resources.

RESERVES

During the year under review your company has transferred INR (312.62) Lakhs in retained earnings under reserve and surplus.

REVIEW OF OPERATIONS

The Networth of your company is INR 7107.10 Lakhs as at March 31, 2024, however the Company has incurred a Net loss of Rs. 312.62 Lakhs in F.Y. 2023-24.

Your Company has made an overseas investment and has incorporated its two wholly-owned subsidiaries namely BN Holdings Europe Limited at London, UK and BN Holdings Singapore PTE Limited at Singapore. In lieu to expand the overseas business the company has made an External Commercial Borrowings and has issued the Foreign Currency Convertible Bonds to the Investor.

In India, during the year, the Company has also invested in its related company which deals in manufacturing of edible oils by acquiring its Cumulative Convertible Preference Shares.

Your present directors are taking effective steps to ensure the growth of the company on National and International level. Your directors assured that the company will achieve its objectives of sustainable and profitable growth by bringing the business in the company, exploring market and delivering customer delight in the year to come.

FUTURE OUTLOOK

Your company became a part of BN Group''s portfolio, a move aimed at implementing a comprehensive strategic framework to generate value for all stakeholders. The new management is meticulously assessed numerous opportunities within the company, leading to the formulation of several objectives designed to optimize productivity and operational efficiency. With these strategic enhancements, the company is poised to undergo a transformation, positioning itself for robust growth and heightened market demand.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is change in the nature of business/objectives of the Company during the year under review. Your company has explored the areas of business and is engaged in acquiring the interest in the companies deals in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, extracted oil cakes, refined oil.

Not only this, but your company has also generated revenue by trading in agricultural produce or agricultural resources related to food products.

DEMATERIAZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Lid. (CDSL). The International Securities Identification Number (âISINâ) allotted to the paid- up Equity Shares Ordinary Shares under the Depository System are INE00HZ01011 to enable the shareholders to trade and hold share in an electronic / dematerialized form. The shareholders are advised to take benefits of dematerialization.

DIRECTORS & KEY MANAGERIAL PERSONNEL (A) DIRECTORS:

The Board of Directors, along with the Committees of the Board, provides leadership and guidance to the Companyâs Management and directs, supervises, and controls the activities of the Company. The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. -

During the year under review Mr. Ashutosh Sharma (DIN: 09501382) was appointed as a NonExecutive Director of the Company effective from November 01, 2023 and Mrs. Ashima Agarwal was resigned from the Directorship of the Company effective from November 01, 2023.

As on March 31, 2024, the Companyâs Board comprises with the following Directors:

Sr. No.	Name of Directors	DIN	Designation
1	Mr. Anubhav Agarwal	02809290	Managing Director & CEO
2	Mr. Rakesh Kumar Verma	09678733	Independent Director
3	Mrs. Shalu Saraf	07794916	Independent Director
4	Mr. Ashutosh Sharma	09501382	Non-Executive Director

The Board is of the opinion that the Independent Directors of the Company has the required integrity, expertise, and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the management.

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Anubhav Agarwal; (DIN: 02809290), Managing Director of the company retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting of the Company.

(B) KEY MANAGERIAL PERSONNEL

As on March 31, 2024 the following are the Key Managerial Personnel of the Company:

(1) Mr. Anubhav Agarwal - Managing Director & CEO

(2) Mrs. Manisha - Chief Financial Officer

(3) Mrs. Reetika Mahendra - Company Secretary and Compliance Officer

During the year under review, Mrs. Reetika Mahendra was appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 28, 2023 and Mrs. Puravi V Chaudhari was resigned from the post of the Company Secretary with effective from April 05, 2023.

BOARD MEETINGS

During the financial year 2023-24 total 8 (Eight) Board Meetings were convened i.e. 28.04.2023,

31.05.2023, 14.08.2023, 18.08.2023, 28.08.2023, 27.10.2023, 09.11.2023 and 25.01.2024 respectively. The intervening gap between the two Board Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 (2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Sr. No.	Name of Directors	Total Board Meetings held during tenure	Attendance of Board Meeting
1	Mr. Anubhav Agarwal	8	8
2	Mr. Rakesh Kumar Verma	8	8
3	Mrs. Shalu Saraf	8	8
4	Mrs. Ashima Agarwal*	6	5
5	Mr. Ashutosh Sharma#	2	1

* Resigned from the Directorship w.e.f. 01.11.2023

# Appointed as Director w.e.f. 01.11.2023

INDEPENDENT DIRECTORâS MEETING

During the year under review the Independent Directors of the company has duly conducted their meeting on March 29, 2024 in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013.

AUDIT COMMITTEE

The composition of Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have experience in financial and accounting management. As on March 31, 2024 the Audit Committee comprises of the following members:

Sr. No.	Name	Status	Category
1	Mr Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2	Mrs. Shalu Saraf	Member	Non-Executive - Independent Director
3	Mr Anubhav Agarwal	Member	Executive Director

Number and date of Audit Committee meeting held during the year:-

During the financial year 2023-24, 6 (Six) Audit Committee Meetings were convened on

28.04.2023, 31.05.2023, 14.08.2023, 28.08.2023, 27.10.2023 and 25.01.2024.

All the recommendations made by the Audit Committee were considered and accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition of Audit Committee is in alignment with provision of Section 178 of the Companies Act, 2013. As on March 31, 2024 the Nomination and Remuneration Committee of the Company comprises with the following members:

Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2	Mrs. Shalu Saraf	Member	Non-Executive - Independent Director
3	Mr. Ashutosh Sharma	Member	Non-Executive Director

Number and date of Nomination and Remuneration Committee meeting held during the year:-

During the financial year 2 (Two) Nomination and Remuneration Committee Meetings were convened on 28.04.2023 and 27.10.2023

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company. The Nomination and Remuneration policy is available on the website of the Company i.e.

https://www.bn-holdings.com/pdf/policies/Policy%20in%20Nomination%20and%20Remuneration.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholder Relationship Committee comprising of the following members:

Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2	Mr. Anubhav Agarwal	Member	Executive Director
3	Mr. Ashutosh Sharma	Member	Non-Executive Director

Number and date of Stakeholder Relationship Committee meeting held during the year:-

During the financial year 4 (Four) Stakeholder Remuneration Committee Meeting were convened on

28.04.2023, 14.08.2023, 27.10.2023 and 25.01.2024.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

BOARD EVALUATION

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory.

CERTIFICATIONS

a) Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

b) Certification under Regulation 34 (3) read with Schedule V Para C clause (10)(I) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

In terms of Regulation 34 read with Schedule V Para C clause (10)(I) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has received a Certificate from practicing Company Secretaries stating that none of the Directors are disqualified and the said certificate forms part of the report.

DESIGNATED E-MAIL ADDRESS FOR INVESTOR SERVICES

To serve our investors better and as required under Regulation 46(2) (j) of the SEBI Listing Regulations, the designated e-mail address for investor complaints is [email protected].

The e-mail address for grievance redressal is monitored by the Companyâs Compliance Officer.

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2024, your Company has 2 (two) wholly-owned overseas subsidiaries namely (i) BN Holdings Singapore PTE Limited at Singapore incorporated on February 14, 2024 and (ii) BN Holdings Europe Limited at London incorporated on February 17, 2024. Accordingly, for the quarter and year ended March 31, 2024 the Company has submitted the Consolidated Financial Statements.

In accordance with the provisions of the Companies Act, 2013 and Indian Accounting Standard, the audited consolidated financial statement forms part of the Annual Report of the Company.

SHARE CAPITAL

As on March 31, 2024 the Authorised Share Capital as on March 31, 2024 was Rs.62,00,00,000/-(Rupees Sixty Two Crores Only) comprising Issued Share Capital of 99,50,000 equity share of face value of Rs. 10/- each and the Subscribed & paid-up share capital of Rs. 9,89,83,000 (Rupees Nine Crore Eighty None Lakhs Eighty-Three Thousand) divided into 98,98,300 equity shares face value of Rs. 10 /- each.

Forfeited shares (amount originally paid up) -1200 SHARES @ 5/-PER SHARES = 6000 (IN THE YEAR 1996)

During the year under review the Authorized share capital of the company has been increased from Rs. 28,00,00,000 (Rupees Twenty Eight Crore Only) to Rs. 62,00,00,000 (Rupees Sixty Two Crore Only)

During the year under review the Company has not increased its paid-up share capital.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity hence there was no change in the Companyâs paid-up share capital during the year under review.

DEPOSITS

During the year under review your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No Loan, Guarantees and Investments covered under section 186 of the Companies are outstanding as on 31st March, 2024.

However, during the year under review, the Company has made an investment of INR 72 Crore in Epitome Industries India Limited by way of acquisition of 3.5% Compulsory Convertible Preference Shares. Apart from this, the Company has also invested in its overseas subsidiaries by acquiring Ordinary Shares of the subsidiaries. In BN Holdings Europe Limited, the Company has made an investment of GBP 100 and in BN Holdings Singapore PTE Limited, the Company has made an investment of USD 10000.

INTERNAL FINANCIAL CONTROL

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets ate efficiently used and the interest of the Company is safe guarded, and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval Procedures. However, the company has appointed Internal Auditor under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee for financial year 2024-25. Reports for the year were submitted to the Audit Committee & Board for consideration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the financial position of the Company, the provision of section 135 of the Companies Act, 2013 is not applicable to the company.

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

Since, there is no manufacturing carried on by the Company, particulars required to be given in the terms of Section 134(3)(c) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy and Technology Absorption is not applicable.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed a cordial relationship with Stakeholders and employees at all levels.

FOREIGN INWARD AND OUTGO

The details of inflow and outgo of foreign exchange during the year under review is as follows:

(Amt in Lakhs)
Particulars	2023-24 2022-23
Foreign Currency Earnings Foreign Currency Outgo	7475.00 -8.61 ^-

DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3)(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby would Like to state that:

( i ) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companyâs state of affairs as at March 31, 2024 and of the Companyâs profit or loss for the year ended on that date.

(iv) The annual financial statements have been prepared on a going concern basis.

(v) That internal financial controls were laid down to be followed and that such internal financial control were adequate and were operating effectively.

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis and the Company had provided the disclosure in Form AOC-2. The Policy on materiality of related party transactions and dealing with related party transactions as approved by Board of Directors of the company may be accessed on the website of the company at the link

https://www.bn-holdings.com/pdf/policies/Policy%20for%20Related%20Party%20Transactions.pdf

During the year under review, the Company has also adopted the policy for determining Material Subsidiaries which may be accessed on the website of the company at the link

https://www.bn-holdings.com/pdf/policies/Draft%20Material%20Subsidiary%20Policy.pdf

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES

During the year under review, the Company has incorporated two wholly-owned subsidiaries namely BN Holdings Europe Limited at London, UK on February 17, 2024 and BN Holdings Singapore PTE Limited at Singapore on February 14, 2024.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The policy of the Company on directorsâ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Companyâs policy on appointment/reappointment of Independent Directors.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are afforded opportunities to familiarize themselves with the Company, its Management, and its operations during their association with the Company. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management, basis the requirement, provide an overview of the operations and familiarise the Directors on matters related to the Companyâs values and commitments. The Directors are apprised at quarterly Board Meetings by way of presentations which inter-alia includes the company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Management.

However, in pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) the provisions of Regulation 17 to 27 clauses(b) to (i) [and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the company for the F.Y. 2023-24. However, the company has set out the procedures for Familiarization programme for Independent Directors in terms of Regulation 25(7) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) which is also disclosed on the website of the company at

https://www.bn-holdings.com/pdf/policies/Familarisation%20programme.pdf

CORPORATE GOVERNANCE

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17,17[A], 18, 19, 20, 21,22, 23, 24, 24[A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of - (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. As on previous financial year March 31, 2023 the networth and paid-up share capital of the company is below the threshold limit as prescribed under Regulation 15(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and thus the provisions of corporate governance report and auditor''s certificate thereon is not applicable on the company for the financial year 2023-24.

PARTICULARS OF EMPLOYEES

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism named Whistle Blower Policy / Vigil Mechanism for Directors & employees. The details of the policy are posted on the Companyâs Website https://www.bn-holdings.com/pdf/policies/Whistle%20Blower%20Policy.pdf.

RISK MANAGEMENT POLICY

The Companyâs robust risk management frame work identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholderâs interest, to achieve its business objectives and enable sustainable growth. The Company has laid down a comprehensive Risk Assessment and Minimization Strategy which is reviewed by the Board from time to time. These Strategies are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance. The Policy is available on the companyâs website:

https://www.bn-holdings.com/pdf/policies/Risk%20Management%20Policy.pdf

PREVENTION OF INSIDER TRADING

The Company has Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Code is also available on the website of the Company at

https://www.bn-holdings.com/pdf/policies/Insider%20Trading%20Policy.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 which

enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Companyâs Website

https://www.bnholdings.com/pdf/policies/Policy%20for%20Determining%20Materiality%20of%20Events.pdf

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through companyâs website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Companyâs Website

https://www.bn-holdings.com/pdf/policies/13-Archival%20Policy.pdf

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As on March 31, 2024 the Company has total 10 employees.

There is no complaints received during the year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

The company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future in the financial year 2023-24. Hence there are no court cases, litigations, matters pending against the Company.

AUDITORS AND AUDITORâS REPORT1. STATUTORY AUDITORS

M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) was appointed in pursuant to approval of shareholder in the Annual General Meeting held on September 22, 2023 to fill the casual vacancy arise due to resignation of M/s R.B Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W).

The Board of Directors in their meeting held on August 12, 2024 has recommended the shareholder of the Company for their approval in the ensuing Annual General Meeting , the appointment of M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) as Statutory Auditor of the Company who shall hold the office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting.

The Statutory Auditors M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) have audited the Accounts of the Company for the financial year ended March 31, 2024 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditorsâ Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

Details in respect of fraud reported by auditors

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to the Section 143(12) of the Companies Act 2013.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The Board at its meeting held on October 27, 2023, has appointed M/s. MEHTA & MEHTA, Practicing Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2023-24.

The Report of the Secretarial Audit carried out is annexed herewith in the Directorâs Report. The Secretarial Auditorsâ Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return (Form MGT-7) for the financial year ended March 31, 2024 is available on the Companyâs website and can be accessed at the financial year ended March 31, 2024 is available on the Companyâs website and can be accessed at https://www.bn-holdings.com/pdf/anual%20return/Annual%20Returns%202024.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is presented as a Annexure- B forming part of this report.

LISTING AND TRADING OF SHARES

The Equity Shares of our Company are currently Listed on BSE Limited. The Listing Fee for the financial year 2023-24 was paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MAINTENANCE OF COST RECORDS

Since the company is not engaged in any production of goods or providing services as defined under Section 148 of the Companies Act, 2013 thus, the need of maintaining cost records by the company does not arise.

GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the âGreen Initiativeâ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report amongst others, to Shareholders at their e-mail address previously registered with the DPs and RTA.

MATERIAL EVENTS OCCURING AFTER CLOSURE OF FINANCIAL YEAR

After closure of financial year following events took place in the company:-

1) Allotment of Foreign Currency Convertible Bonds.

2) Investment of USD 34 Million by the Company in its wholly-owned subsidiary BN Holdings Europe Limited at London, UK.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT_

During the year under review, there was no valuation relating to one-time Settlement.

OTHER DISCLOSURES / REPORTING

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) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENTS

Your directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at of the company.

Mar 31, 2023

The Directors have pleasure in presenting the 32^nd (Thirty Second ) Annual Report along with the Audited Financial Statement of accounts for the year ended March 31, 2023.

FINANCIAL RESULTS:

The financial results of the Company are summarized as under:

(Amt. in Rs.)
PARTICULARS	2022-23	2021-22
Revenue from Operations	-	-
Other Income	7,796.00	16,500.00
TOTAL INCOME	7,796.00	16,500.00
EXPENSES
Employee Benefit Expenses	8,82,000.00	8,79,000.00
Finance Costs	1,87,543.00	1,87,335.00
Other Expenses	11,47,710.00	8,81,505.00
TOTAL EXPENSES	22,17,253.00	19,47,840.00
Profit/(Loss) Before Tax(PBT)	(36,97,157.00)	(19,31,340.00)
Tax Expenses:
(i)Current Tax	-	-
(ii)Deferred Tax	-	-
(iii)Excess Provision of Income Tax	-	(440.00)
Profit/Loss after Tax(PAT)	(36,97,157.00)	(19,30,900.00)
Other Comprehensive Income
Total Comprehensive Income for the year	-	-
Earnings per Equity Share
Equity Share of Rs 10 each
Basic	-0.37	-0.20
Diluted	-0.37	-0.20

DIVIDEND

With a view to repair past losses which resulted in erosion of reserves and conservation of resources the Board of Directors for future betterment, is constrained to recommend any dividend for the year under review.

RESERVES

The Company has not created any specific reserve for the year under review.

REVIEW OF OPERATIONS

During the year under review, the company has not carried any business and after accounting for expenses, the Company has incurred a Net loss of Rs. 36,97,157.00.

The management of the company has changed by virtue of takeover of the company by Mr. Anubhav Agarwal, present Managing Director and CEO of the company.

Your present directors assured that the company will achieve its objectives of sustainable and profitable growth by bringing the business in the company, exploring market and delivering customer delight in the year to come.

FUTURE OUTLOOK

The takeover process of the company has now completed and the company has stepped up by raising funds in the company through foreign investments which will be in one or more tranches.

The raising of funds through foreign investments will be utilize for long term capital requirements for future growth of the Company and to invest in new projects, companies, bodies corporates.

Your company expects to emerge with a stronger character and poise to build its business with good traction and demand.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

There is no change in the nature of business of the Company during the year under review. However, the business of the company has been takeover by Shri Anubhav Agarwal, present Managing Director and CEO of the company.

In the ensuing Annual General Meeting, the company propose amendment in objects of Memorandum of Association which is mention under Item 4 of Notice of AGM for shareholder approval.

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Lid. (CDSL).The International Securities Identification Number (''ISIN'') allotted to the paid- up Equity Shares Ordinary Shares under the Depository System are INE00HZ01011 to enable the shareholders to trade and hold share in an electronic / dematerialized form. The shareholders are advised to take benefits of dematerialization.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) During the year following changes take place in directorship of the company:-Appointment of Directors

Name of the Director	Date of Appointment
Mr. Anubhav Agarwal	30.12.2022
Mrs. Ashima Agarwal	30.12.2022
Mrs. Shalu Saraf	02.02.2023
Mr. Kavish Sachar*	02.02.2023
Mr. Rakesh Kumar Verma	02.02.2023

Resignation of Directors
Name of Director	Date of Resignation
Mr. Rajiv Sethi	02.02.2023
Mr. Kharthyayani Narayan Kutty	02.02.2023
Mr. Anand Thole	02.02.2023
Mr. Sameer Madhukar Joshi	02.02.2023

*Mr. Kavish Sachar has resigned from the company w.e.f April 28, 2023.

(B) During the year following changes take place in Key Managerial Persnnel of the company:-Appointment of KMP*

Name of KMP	Date of Appointment
Mrs. Manisha(Chief Financial Officer)	02.02.2023

*After closure of financial year 2022-23, the company has appointed Mrs. Reetika Mahendra as Company Secretary and Compliance Officer w.e.f April 28, 2023.

Resignation of KMP*
Name of KMP	Date of Resignation
Mr Kishor Vitthaldas Kabra(Chief	02.02.2023
Financial Officer)

*After closure of financial year 2022-23, Mrs. Purvai V Chaudhari has resigned from the company as Company Secretary and Compliance Officer w.e.f April 5, 2023.

The Company has received the necessary declaration from all Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16 (1) (b) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Rules, Regulations or amendments made there under respectively.

Further during the year under review the Independent Directors were re-appointed after approval of shareholders for a term up to five consecutive years w.e.f Februrary 27, 2023.

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Ashima Agarwal (DIN: 06983069),director of the company is retire by rotation and being eligible, offers herself for reappointment at the 32nd Annual General Meeting of the Company.

BOARD MEETINGS

During the financial year Eight (8) Board Meeting were convened i.e. 30.05.2022, 10.08.2022, 6.09.2022,

10.11.2022, 30.12.2022, 02.02.2023, 14.02.2023, 27.02.2023 respectively. The intervening gap between the Meeting was within the period prescribed under the Companies Act, 2013 and Regulation 17 (2) of the Securities and Exchange Board of India (listing Obligation and Disclosure Requirements) Regulation, 2015.

S.No.	Name of Directors	Attendance of Board Meeting
1.	Mr. Rajiv Sethi	6/8
2.	Mr. Kharthyayani Narayan Kutty	5/8
3.	Mr. Anand Thole	6/8
4.	Mr. Sameer Madhukar Joshi	5/8
5.	Mr. Anubhav Agarwal	4/8
6.	Mrs. Ashima Agarwal	4/8
7.	Mr. Rakesh Kumar Verma	3/8
8.	Mrs. Shalu Saraf	3/8
9.	Mr. Kavish Sachar	3/8

INDEPENDENT DIRECTOR''S MEETING

During the year under review the Independent Directors of the company has duly conducted their meeting in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013.

AUDIT COMMITTEE

The composition of Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have experience in financial management. The Audit Committee comprises of the following''s directors:

S.No.	Name	Status	Category
1.	Shri Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2.	Ms. Shalu Saraf	Member	Non-Executive - Independent Director
3.	Shri Anubhav Agarwal	Member	Executive Director

Number and date of Audit Committee meeting held during the year:-

During the financial year Six (6) Audit Committee Meeting were convened i.e. 30.05.2022, 10.08.2022,

06.09.2022, 10.11.2022,14.02.2023 and 27.02.2023.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition of Audit Nomination and Remuneration Committee is in alignment with provision of Section 178 of the Companies Act, 2013. The company is having a Nomination and Remuneration Committee comprising of the following members:

S.No.	Name	Status	Category
1.	Shri Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2.	Ms. Shalu Saraf	Member	Non-Executive - Independent Director
3.	Mrs. Ashima Agarwal	Member	Non-Executive Director
4.	Shri Anubhav Agarwal	Member	Executive Director

Number and date of Nomination and Remuneration Committee meeting held during the year:-

During the financial year Five (5) Nomination and Remuneration Committee Meeting were convened i.e.

30.05.2022, 06.09.2022, 30.12.2022, 02.02.2023 and 27.02.2023

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholder Relationship Committee comprising of the following members:

S.No.	Name	Status	Category
1.	Shri Rakesh Kumar Verma	Chairperson	Non-Executive - Independent Director
2.	Shri Anubhav Agarwal	Member	Executive Director
3.	Shri Kavish Sachar	Member	Non-Executive Director

Number and date of Stakeholder Relationship Committee meeting held during the year:-

During the financial year Two (2) Stakeholder Relationship Committee Remuneration Committee Meeting were convened i.e. 30.05.2022 and 10.11.2022.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working other Committees of the Board. The performance evaluation of all the Directors were carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory by the Independent Directors.

CERTIFICATIONS

The Whole Time Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate stating that none of the Directors are disqualified, which forms part of the report.

DESIGNATED E-MAIL ADDRESS FOR INVESTOR SERVICES

To serve our investors better and as required under Regulation 46(2) (j) of the SEBI Listing Regulations, the designated e-mail address for investor complaints is [email protected] .The e-mail address for grievance redressal is monitored by the Company''s Compliance Officer.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company doesn''t have any subsidiaries. Therefore, compliance of preparing consolidated financial statement for the F. Y. 2022-23 does not arise.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2023 was Rs.10, 00, 00,000/- (Rupees Ten Crores Only) comprising Issued Share Capital of 99,50,000 equity share of Rs. 10/- and Subscribed & paid up Capital of 98,98,300 of Rs. 10/- .

Forfeited shares (amount originally paid up) -1200 SHARES @ 5/-PER SHARES = 6000 (IN THE YEAR 1996)

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity hence there was no change in the Company''s share capital during the year under review.

However, after closure of financial year the Authorized share capital of the company has increased from Rs 10,00,00,000(Rupees Ten Crore Only) to Rs 28,00,00,000(Rupees Twenty Eight Crore Only).

DEPOSITS

During the financial year your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No Loan, Guarantees and Investments covered under section 186 of the Companies are outstanding as on March 31, 2023.

INTERNAL FINANCIAL CONTROL

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets ate efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval Procedures. However, the company has appointed Internal Auditor under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee for financial year 2022-23. Reports for the year were submitted to the Audit Committee & Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of section 135 is not applicable to the company. Hence, the compliance of the same does not arise.

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

Since, there is no manufacturing carried on by the Company, particulars required to be given in the terms of Section 134(3) (c) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy and Technology Absorption is not applicable.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with Stakeholders and employees at all levels.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3) (c) and sub-section 5 of the Companies Act, 2013, your Directors hereby would like to state that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2023 and of the Company''s profit or loss for the year ended on that date.

(iv) The annual financial statements have been prepared on a going concern basis.

(v) That internal financial controls were laid down to be followed and that such internal financial control were adequate and were operating effectively.

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and the Company had not entered into any material related party contracts therefore no disclosure in Form AOC-2 is provided. The Policy on materiality of related party transactions and dealing with related party transactions as approved by Board of Directors of the company may be accessed on the website of the company at the link

https://www.bn-holding.com/pd/policy/04-policy_Related_Poarty_Tramsactions_&_Deali ng_with_RPT.pdf The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Disclosures on related party transactions are set out in Notes to Accounts, Note no. 5 of the Standalone Annual Financial Statements as per "Ind AS".

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Company''s policy on appointment/reappointment of Independent Directors.

CORPORATE GOVERNANCE

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17,17[A], 18, 19, 20, 21,22, 23, 24, 24[A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of - (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, a report on the Corporate Governance practices, the Auditors'' Certificate on compliance of mandatory requirements thereof are not given as an annexure to this report.

PARTICULARS OF EMPLOYEES

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a Vigil Mechanism named Whistle Blower Policy / Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company''s Website : https://www.bn-holdings.com/pd/policy/01-Whistler%20Blower%20Policy.. pdf

RISK MANAGEMENT POLICY

has laid down a comprehensive Risk Assessment and Minimization Strategy which is reviewed by the Board from time to time. These Strategies are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance. The Policy is available on the company''s website : https://www.bn-holdings.com/pd/policy/ll-%20Risk%20Management%20Policy..Pdf

PREVENTION OF INSIDER TRADING

The Company has Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Code is also available on the website of the Company at

https://www.bn-holdings.com/pd/policy/10-PREVENTIQN%200F%20INSIDER%20TRADING. .pdf POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

Website : https://www.bn-holdings.com/pd/policy/12-Policy%20an%29%20information..pdf POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Company''s Website : https://www.bn-holdings.com/pd/policy/13-Archival%20Policy..pdf

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under

a. No. of complaints filed during the financial year: Nil

b. No. of complaints disposed of during the financial year: Nil

c. No. of complaints pending as at end of the financial year: Nil

Since during the year under review the number of employees is less than 10 hence, need of POSH committee does not arise.

DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY''S OPERATIONSIN FUTURE

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future in the financial year 2021-22.Hence there are no court cases, litigations, matters pending against the Company.

AUDITORS AND AUDITOR''S REPORT

1. STATUTORY AUDITORS

M/s R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) appointed as a Statutory Auditor of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. However, M/S. R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) has expressed their unwillingness to continue due to his pre-occupation and accordingly has filed his resignation on August 25, 2023 which was taken on record by Audit Committee and Board in its meeting dated August 28, 2023.

The Board in its meeting held on August 28, 2023 has recommended the shareholder of the company for their approval in this present general meeting, the appointment of M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) to fill the casual vacancy arised due to resignation of M/s R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) who shall hold office from October 30, 2023 till the conclusion of 33^rd Annual General Meeting of the Company.

The Statutory Auditors M/S. R.B Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) have audited the Accounts of the Company for the financial year ended March 31, 2023 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to the Section 143(12) of the Companies Act 2013.

2.SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The Board at its meeting held on February 27, 2023, has appointed M/s. MEHTA & MEHTA, Practising Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2022-23.

The Report of the Secretarial Audit carried out is annexed herewith in the Director''s Report. The Secretarial Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURNO

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023 is available on the Company''s website and can be accessed at

https://www.bn-holdings.com/pd/anual%20retrun/Annual%20Return%202023.pdf MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is presented as a separate section forming part of this report as Annexure B

LISTING AND TRADING OF SHARES

The Equity Shares of our Company are currently listed on BSE Limited. Further trading in Equity Share our Company is under GSM Stage 4 category at BSE Limited. The Listing Fee for the financial year 2022-23 is paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MAINTENANCE OF COST RECORDS

GREEN INITIATIVE

MATERIAL EVENTS OCCURRING AFTER CLOSURE OF FINANCIAL YEAR

After closure of financial year following events took place in the company after obtaining approval of shareholders:-

1) Change of Registered Office of the Company.

2) Change in Authorized Share Capital of the Company.

3) Raising of funds through foreign investments and allotment of convertible warrants.

4) Change of name of the company.

OTHER DISCLOSURES / REPORTING

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) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4) In accordance with Regulation 34(3) and Schedule V para F of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 there are no shares of the company in the Demat suspense account or unclaimed suspense account.

5) ) In accordance with Regulation 34(3) and Schedule V para G of the SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015 during the year under review the company enter into shareholder agreement for purpose of takeover of the company which has impacted the change in management and control of the company. The intimation of the same has already been given by the company before stock exchange i.e. BSE where securities of the company are listed. The salient features related to said agreement is disclosed by the company on its website at www.bn-holdings.com.

AKIMOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government, the financial institutions, banks and the shareholders during the year under review.

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company.

Mar 31, 2011

The Directors have pleasure in presenting the TWENTIETH Annual Report of Arihant Tournesol Ltd. , together with the Statement of Accounts for the year ended 31st March, 2011.

1. ECONOMIC SCENARIO

During the year under review, the companys factory was running satisfactorily under Dry Lease Agreement with M/s. Betul Oils & Flours Pvt Ltd., M/s. Vision Millennium Exports Pvt. Ltd., had raised the issue of refund of interest free advance given by them under the First Charge on the Solapur assets of the company. The company has requested to continue the dry lease arrangement as stipulated in the agreement with them.

Due to dry lease arrangement, the turnover and the profits under lease have not been taken into account.

The companys management will have to continue under lease the operations until other liabilities are settled with other and prepare and revival scheme after such settlement. The company hopes to prepare and get the proper revival scheme settled in the near future.

2. FINANACIAL PERFORMANCE

The Company has earned a profit of Rs. 16,98,475/-

3. FUTURE PROSPECTS

The management of the company engaged in discussions and restructuring the management and capital structure of the company after the revival scheme is settled satisfactorily.

4. DIVIDEND

No dividend has been declared during the year.

5. DIRECTORS

Mrs. D.N.Jha, Director of the company, retires by rotation and being eligible offer herself for reappointment.

6. PARTICULARS OF EMPLOYEES

There are no employees of the company who are drawing such salary as is required to be disclosed under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

7. DIRECTORS RESPONSIBILITY STATEMENT

i) The preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected appropriate accounting policies and applied them consistency, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 end of the profit of the company for the said period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2011 on a "going concern" basis.

8. AUDIT COMMITTEE

As per requirement for compliance of Companies Act 1956, u/s 292A, the company has constituted Audit Commmittee comprising of all three directors viz. Shri S. Ramkrishna, Miss Sharmishta Jadhav and Shri D. N. Jha.

9. AUDITORS REPORT

The Auditors Report referred certain points which are clarified as under:

a) The company has made lot of efforts to appoint a Company Secretary and is hopeful of appointing one very soon. However, the company has full-fledged secretarial department to handle all the matters on regular basis and it also seeks professional advises from time to time from practicing Company Secretary.

10. AUDITORS

The companys Auditors, M/s. R. B. Pandya & Co., Chartered Accountants are eligible or re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo. There has been no technology absorption in the current year. The energy consumption has been rationalised and economised.

12. INDUSTRIAL RELATIONS

The management has been successful in maintaining industrial peace and enjoys cordial relations with all its workers and staff.

13. ACKNOWLEDGEMENT

Your Directors would also like to place on record their appreciation to Banks, Institutions, Staff and Shareholders for their co-operation in the operation of the company.

For and on behalf of the Board of Directors

Sd/-

Vardha Sethi

Director Place: Mumbai

Date : 02.09.2011

Mar 31, 2010

The Directors have pleasure in presenting the NINETEENTH Annual Report of Arihant Tournesol Ltd. , together with the Statement of Accounts for the year ended 31st March, 2010.

1. ECONOMIC SCENARIO

During the year under review, the companys factory was running satisfactorily under Dry Lease Agreement with M/s. Betul Oils & Flours Pvt Ltd., M/s. Vision Millennium Exports Pvt. Ltd., had raised the issue of refund of interest free advance given by them under the First Charge on the Solapur assets of the company. The company has requested to continue the dry lease arrangement as stipulated in the agreement with them.

Due to dry lease arrangement, the turnover and the profits under lease have not been taken into account.

The companys management will have to continue under lease the operations until other liabilities are settled with other and prepare and revival scheme after such settlement. The company hopes to prepare and get the proper revival scheme settled in the near future.

2. FINANACIAL PERFORMANCE

The Company has earned a profit of Rs. 15,70,412.86

3. FUTURE PROSPECTS

The management of the company engaged in discussions and restructuring the management and capital structure of the company after the revival scheme is settled satsfactority.

4. DIVIDEND

No divident has been declared during the year.

5. DIRECTORS

Mrs. Varsha Sethi, Director of the company, retires by rotation and being eligible offer herself for reappointment.

6. PARTICULARS OF EMPLOYEES

There are no employees of the company who are drawing such salary as is required to be disclosed under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

7. DIRECTORS RESPONSIBILITY STATEMENT

i) The preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explantions relating to material departures;

ii) The Directors have selected appropriate accounting policies and applied them consistenry, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 end of the profit of the company for the said period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2010 on a "going concern" basis.

8. AUDIT COMMITTEE

As per requirement for compliance of Companies Act 1956, u/s 292A, the company has constituted Audit Commmittee comprising of all three directors viz. Shri S. Ramkrishna, Miss Sharmishta Jadhav and Shri D. N. Jha.

9. AUDITORS REPORT

The Auditors Report referred certain points which are clarified as under:

a) The company has made lot of efforts to appoint a Company Secretary and is hopeful of appointing one very soon. However, the company has full-fledged secretarial department to handle all the matters on regular basis and it also seeks professional advises from time to time from practicing Company Secretary.

10. AUDITORS

The companys Auditors, M/s. R. B. Pandya & Co., Chartered Accountants are eligible lor re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo. There has been no technology absorption in the current year. The energy consumption has been rationalised and economised.

12. INDUSTRIAL RELATIONS

The management has been successful in maintaining industrial peace and enjoys cordial relations with all its workers and staff.

13. ACKNOWLEDGEMENT

Your Directors would also like to place on record their appreciation to Banks, Institutions, Staff and Shareholders for their co-operation in the operation of the company.

For and on behalf of the Board of Directors

Sd/- Vardha Sethi Director Place: Mumbai Date : 01.09.2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article