Notes to Accounts of BN Agrochem Ltd.

Mar 31, 2025

ii) Terms and rights attached to equity shares

The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share and ranks pari passu. The Dividend proposed by the Board of Directors is subject to approval of the shareholders at the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

During the year ended 31 March 2025, the Company allotted 6,99,39,859 equity shares pursuant to the conversion of 340 Foreign Currency Convertible Bonds (FCCBs) of face value USD 100,000 each. These FCCBs were originally issued at a discount and were converted into equity shares in accordance with the terms of the issue.

The company had issued 1,79,34,782 convertible warrants for aggregate consideration of US$ 10 Million (Indian Rs. 8,250 lacs approx.) by way of preferential allotment on a private placement basis, in accordance with the provision of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2022 to Global Focus Fund, Mauritius on 18.08.2023. During FY 23-24 Rs. 7,474.99 lacs has been received against these share warrants and remaining amount of Rs. 775.01 Lacs is received during the year. These fully paid share warrants were converted into 1,79,34,782 equity shares of the company at the option of the warrant holders in one or more tranches.

(a) Securities premium

Securities premium is used to record the premium on issue of shares. The share issues expenses has been debited to security premium account. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(b) Capital Reserve

This reserve has been transferred in the course of business combinations and can be utilised in accordance with the provisions of the Companies Act, 2013.

(c) Retained Earnings

Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

1. The loan from Anubhav Agarwal Director was non-interest bearing as per loan agreement

2. On 21st May 2024, the Company issued 400 Foreign Currency Convertible Bonds (FCCBs) of face value USD 100,000 each to GRFI Holding Limited, London, at a discount of 15%, for a tenure of 5 years. The FCCBs are convertible at the option of the bondholder at any time on or after one week from the date of issue and up to the maturity date. These FCCBs have been classified as a financial liability and are measured at amortised cost using the effective interest rate method, applying an effective interest rate of 4.19% per annum.

During the period ended 31 march 2025, 340 out of the 400 FCCBs were converted into equity shares prior to maturity. 60 FCCBs remain outstanding as at March 31,2025.

Note 25 : Employee benefits (a) Defined contribution plans

Contributions to defined contribution schemes such as employee pension scheme are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company''s provident fund contribution, in respect of certain employees, is made to a Government administered fund and charged as an expense to the standalone statement of profit and loss. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.

(a) Defined benefit plans Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member''s length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier.

The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognised immediately in the Other Comprehensive Income (OCI).

This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.

The above defined benefit plan exposes the Company to following risks:

Salary inflation risk:

Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

Discount rate risk:

Reduction in discount rate in subsequent valuations can increase the plan’s liability.

Mortality & disability risk:

Actual deaths & disability cases proving Lower or higher than assumed in the valuation can impact the liabilities.

Withdrawals risk:

Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

The following table sets out the status of the defined benefit plan as required under Ind AS 19 -Employee Benefits:

c. Other long-term employee benefits Leave encashment

Provision for Leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.

Note 26 : Financial risk management

(i) Risk management framework

The Company''s principal financial liabilities comprise borrowings, trade and other payables and other financial liabilities. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, trade and other receivables, cash and cash equivalents, and other financial assets that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company senior management oversees the management of these risks. The Company''s senior management reviews the financial risks and the appropriate financial risk governance framework for the Company. The Company financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). The Company generally deals with parties which has good credit rating/ worthiness or based on Company internal assessment. The Company''s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables, and

- other financial assets carried at amortised cost

a) Credit risk management

The Company assesses and manages credit risk based on internal assessment, continuously monitoring defaults of customer and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Internal credit assement is performed for each class of financial instruments with different characteristics.

The Company’s treasury, in accordance with the board approved policy, maintains its cash and cash equivalents, deposits and investment in equity - with banks, financial and other institutions, having good reputation and past track record, and high credit rating. Similarly, counter-parties of the Company’s receivables carry either no or very minimal credit risk. Further, the Company reviews the credit-worthiness of the counter-parties (on the basis of its ratings, credit spreads and financial strength) of all the above assets on an ongoing basis, and if required, takes necessary mitigation measures.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company believes its revenue, along with proceeds from financing activities will continue to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows considering the level of liquid assets necessary to meet liquidity requirement.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(iv) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Currency risk, interest rate risk and price risk.

a) Currency risk

Foreign currency risk is the risk that fair value of future cash flow of an exposure will fluctuate because of changes in foreign exchange rates.

Unhedged foreign currency exposure: Non-derivative foreign currency exposure as of 31 March, 2025 and 31 March 2024 in major currencies is as below:

Sensitivity Analysis

A reasonably possible strengthening (weakening) of the INR, as indicated below, against the USD at March 31 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and purchases.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s borrowings and deposits/loans are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk

The company is affected by the price volatality of it''s key materials. It''s operating activites

requires a continuous supply of key material for manufacturing of edible oils. The company''s procurement department continuously monitor the fluctuation in price and take necessary action to minimise it''s price risk exposure.

The fair value of financial assets and financial liabilities which are recognized at amortized cost has been disclosed to be same as carrying value as the carrying value approximately equals to their fair value

(ii) The Company does not hold any financial instruments that are measured at fair value. Accordingly, disclosures relating to fair value hierarchy (Level 1, Level 2, Level 3), valuation techniques, and inputs used in fair valuation as required under Ind AS 113 - Fair Value Measurement are not applicable.

Note 28 : Capital management

The Board’s policy maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitor the return on capital employed as well as the level of dividend to shareholders.

For the purpose of the Company''s capital management, capital includes issued equity capital general reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, , less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and March 31, 2024

*Share warrants of INR Nil (March 31, 2024: Rs. 747,49 9,647) has been considered as equity for the purpose of calculation of gearing ratio.

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, Chief Operating Officer or any other person as appointed by the board of the company.

The Company is primarily engaged in the business of trading of edible oils. As the basic nature of these activities are governed by the same set of risk and return, these constitute and are grouped as a single segment. Accordingly, there is only one Reportable Segment for the Company which is "Edible Oils", hence no specific disclosures have been made.

Note 32 Commitments, Contingent liabilities and Contingent assets

A) Commitments

I) The Company did not have any commitments/contracts to be executed on capital account fot the year ended 31 March 2025 and 31 March 2024.

B) Contingent Liabilities

The company has no contingent liability as on 31 March 2025 and 31 March 2024.

C) Contingent Assets

The company has no contingent asset as on 31 March 2025 and 31 March 2024.

Note 33 :

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further no instance of audit trail feature being tampered with was noted in respect of software. The data is preserved as per the precribed policy of the companmy per The Companies Act, 2013.

Note 34 : Additional regulatory disclosures:

(i) Details of Benami Property held

There are no proceedings that have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami Transactions [Prohibition] Act, 1988) and the rules made thereunder.

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(iii) Compliance with number of layers of companies

The Company has not made any investment, hence compliance with the number of layers is not applicable.

(iv) Utilisation of borrowed funds and share premium

1. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (‘Intermediaries’) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries’); or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

2. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(v) Undisclosed income

The Company does not have any transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as search or survey or any other relevant provisions of the Income-tax Act, 1961). Further, there was no previously unrecorded income and no additional assets were required to be recorded in the books of account during the year.

(vi) Details of cryptocurrency or virtual currency

The Company has neither traded nor invested in cryptocurrency or virtual currency during the financial year ended March 31, 2025. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in cryptocurrency or virtual currency.

(viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(ix) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(x) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

The Company, has during the year, not received any intimation from any of its suppliers regarding their status under The Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end along with interest paid/payable as required under the said Act have not been given. Based on the information available with the Company there are no principal/interest amounts due to micro, small and medium enterprises.

Note 36 :

There are no other material adjusting or non-adjusting subsequent events, except as already disclosed.

Note 37 :

Previous year figures have been regrouped/reclassified wherever necessary to confirm to this year’s classification.

Note 38 :

In Current year, no revaluation has been done for Property, plant and equipment and Intangible assets.

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Mar 31, 2024

Note 7.2 : Terms/ Rights Attached to Shares

The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share and ranks pari passu. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.

#The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding as at the balance sheet date. As per records of the company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal & beneficial ownership of shares

1. The Company has availed the Loan upto Rs. 60,00,000/- during the year carrying Rate of Interest @ 9% PA. from Salasar Balaji Overseas Pvt Ltd.

2. The Tenure of the Loan is for 3 Years as per the Loan Agreement/Undertaking dated 28th December 2023 during the control of the erstwhile management.

3. No security has been provided by the Company to the Lender in respect of the said Loans.

4. The loan from Anubhav Agarwal Director is non-interest bearing and is repayble on demand as per loan agreement

5. The loan from Black Pearn Info System Pvt Ltd and Maruti Nandan Ashiyana Pvt Ltd is non-interest bearing and were repayble on demand as per loan agreement and the same have been repaid during the year

The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) has been determined to the extent such parties have been

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Mar 31, 2023

Share Capital

The Authorised share capital of the company is Rs.10,00,00,000/- Divided into 1,00,00,000 equity shares of Rs.10/- each. The Issued share capital of the company is Rs.9,95,00,000/- Divided into 99,50,000 equity shares of Rs.10/- each and Subcribed and Paid up share capital of the company is Rs.9,89,83,000/- Divided into 98,98,300 equity shares of Rs.10/- each. However, during the year the company has not issued any shares, hence the share capital of the company remains unchanged.

Additional Regulatory Information

1 The Company has no immovable properties to provide details of.

2 The Company has no Tengible or Intengible Assets or Capital Work in Progress to provide details of.

3 the Company has not granted any Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:

(a) repayable on demand; or

(b) without specifying any terms or period of repayment,

4 The Company has not availed any borrowings from any of the Banking/Financial Institutions.

5 There no proceedings initiated against the Company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

6 The company has not transacted with any companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

7 The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

8 Disclosure of Key Ratios : Since the Company has not generated any income from operations, any other income and also has no inventories, Property, Plant and Equipment etc., proper and meaningful Ratio analysis and our comments on the same is not possible. We are providing following explanations below for respective accounting ratios:

9 There are no transactions which the Company may not have recorded in the Books of Accounts.

10 The Company has not traded or invested in any of the Crypto Currencies or Virtual Currencies.

11 The Company is not covered under by Section 135 of the Companies Act. 2013 i.e. Corporate Social Responsibilites. Therefore there are no disclosures in this regard.

1. The Company has availed the Loan upto Rs. 4,65,820/- as at 31^st March 2023 carrying Rate of Interest @ 9% P.A. from Omega Realtech Ltd,

2. The Tennure of the Loan is for 5 Years as per the Loan Agreement dated 9th March 2020 during the control of the erstwhile management.

3. No security has been provided by the Company to the Lender in respect of the said Loans.

1. Significant Accounting Policies

i. System of Accounting

The company follows accrual system of accounting for all items of costs and revenue.

ii. Inflation

Assets and Liabilities are shown at historical costs and no adjustments are made for changes in purchasing power of money.

iii. Gratuity

No provision has been made in accounts for gratuity, as the same will be accounted on cash basis whenever it is required to be paid to the employees.

iv. Taxes on Income

No provision for deferred tax asset is made on account of the business loss and unabsorbed depreciation carried forward under the Income Tax Act. The deferred tax assets have not been recognized as there is no reasonable certainty of sufficient taxable income being available against which such deferred tax assets can be realized.

2. The Company has changed its name from Arihant Tournesol Limited to BN Holdings Limited and got the certificate of change of name on 20^th April, 2023 and said change of name was approved by stock exchange i.e BSE on 19^th May, 2023. The company has not introduced any new line of business under the new name i.e BN Holdings Limited.

3. The company has not made any provision for gratuity payable in the Financial Statement. The Payment of Gratuity Act,1972 is not applicable to the company since, the company had employed less than ten employees during the Financial Year: 2022-2023. The liability as per actuarial valuation has not been determined.

4. Security Deposit of Rs. 14,87,000/- being doubtful of realization, has been written off.

5. The Company incurred a Net Loss of Rs. 36,97,157/- during the year ended March 31, 2023 and, as of that date, the Company''s current liabilities exceeded its total assets by Rs. 55,26,691/-.

6. Related Party Disclosures:

As per Ind AS 24 "Related Party Disclosures" related party transactions made during the year

Disclosure of transactions between the Company and Related Parties during the period 01.4.2022 to 31.03.2023 in the ordinary course of business and status of outstanding balances.

7. Previous year''s figures have been regrouped and rearranged wherever necessary.

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Mar 31, 2011

1. The company has not made any provision for gratuity payable to the Managing Director. There are no other employees who are eligible for Gratuity payment during the year. The liability as per actuarial valuation has not been determined.

2. The balances in sundry debtors, loans and advances, and sundry creditors are as per the books of accounts for which the company has not obtained confirmations from certain parties. The said balances are therefore subject to the confirmation and consequent reconciliation if any.

3. In the opinion of the Board of Directors, unless otherwise stated in the Balance Sheet and the Schedules annexed thereto, current assets, loans and advances as stated in the Balance Sheet have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet

4. In compliance with Accounting Standard 22 on "Accounting for Taxes on Income* issued by the Institute of Chartered Accountants of India, the Company has during the current year followed Deferred Taxation in respect of taxes on income. As a consequence, the company has created Net Deferred Tax Liability of Rs. 10,43,851/- in respect of temporary differences mainly due to difference in book value and income tax value of the block of assets as existing on 31.03.2011 by debiting it to Profit & Loss Appropriation Account

5. Related Party Disclosures:

Disclosures as required by Accounting Standard 18 "Related Party Disclosures" are given below:

List of Related Parties (Enterprises commonly controlled or influenced by the Major Shareholders or / Directors of the Company):

1. Omega Investment & Properties Ltd.

Key Management Personnel & Relatives

1. A. K. Sethi, Director

2. Varsha Sethi, Director

3. Sharmishta Jadhav, Director

4. D. N. Jha, Director

6. Previous years figures have been regrouped and rearranged wherever necessary,

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Mar 31, 2010

1. The company has not made any provision for gratuity payable to the Managing Director. There are no other employees who are eligible for Gratuity payment during the year. The liability as per actuarial valuation has not been determined.

2. The balances in sundry debtors, loans and advances, and sundry creditors are as per the books of accounts for which the company has not obtained confirmations from certain parties. The said balances are therefore subject to the confirmation and consequent reconciliation if any.

3. In the opinion of the Board of Directors, unless otherwise stated in the Balance Sheet and the Schedules annexed thereto, current assets, loans and advances as stated in the Balance Sheet have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet

4. In compliance with Accounting Standard 22 on "Accounting for Taxes on Income* issued by the Institute of Chartered Accountants of India, the Company has during the current year followed Deferred Taxation in respect of taxes on income. As a consequence, the company has created Net Deferred Tax Liability of Rs. 11,96,919/- in respect of temporary differences mainly due to difference in book value and income tax value of the block of assets as existing on 31.03.2010 by debiting it to Profit & Loss Appropriation Account

5. Related Party Disclosures:

Disclosures as required by Accounting Standard 18 "Related Party Disclosures" are given below:

List of Related Parties (Enterprises commonly controlled or influenced by the Major Shareholders or / Directors of the Company):

1. Omega Investment & Properties Ltd.

Key Management Personnel & Relatives

1. A. K. Sethi, Director

2. Varsha Sethi, Director

3. Sharmishta Jadhav, Director

4. D. N. Jha, Director

6. Previous years figures have been regrouped and rearranged wherever necessary,