BN Agrochem Ltd Management Discussions

The Management Discussion and Analysis (MDAR) provides valuable insight into the companys operational performance, strategic direction, and financial health, offering a comprehensive overview for stakeholders. It is intended to provide investors with an understanding of the factors influencing the Companys performance during the financial year ended March 31, 2026.

Industry Overview and Developments

The Indian agri-commodity and edible oil sector continues to play a significant role in the countrys economic growth. India remains one of the worlds largest consumers of edible oils. During the 2025-26 oil year, domestic edible oil production was estimated at 9.6 million tonnes, while imports were projected at around 16.7 million tonnes, reflecting strong domestic demand and significant opportunities for businesses operating across the edible oil value chain.

The edible oil and agri-commodity industries continue to witness structural transformation driven by evolving consumer preferences, changing global trade dynamics and increasing demand for value-added products. India remains one of the worlds largest consumers and importers of edible oils, creating significant opportunities for businesses engaged in sourcing, trading and distribution of edible oils and agricultural commodities.

Indias diverse edible oil market caters to the countrys multifaceted culinary preferences. While mustard oil remains a staple in the northern and eastern regions, other oils like coconut, soybean, and sunflower cater to different regional tastes and dietary needs. The increasing demand for soybean oil both domestically and internationally further contributes to this growing market. Your Company continues to evaluate opportunities across the agri commodities ecosystem, including agricultural products, edible oils, food ingredients and allied businesses.

Opportunities and Risks

The company continues to to build on this operating base and progressively integrate a larger part of the agri-oils value chain — from origin and sourcing to processing, refining, ingredients, oleochemicals, bio-based derivatives, consumer products and distribution. The objective is to increase the value captured from common agricultural and oil-based feedstocks by converting them into multiple products, applications and market channels.

This strategy is designed around a simple progression: from commodity participation to value-added manufacturing; from business-to-business supply to deeper customer and consumer engagement; and from individual operating businesses to an increasingly connected platform with stronger procurement, manufacturing, distribution and capital efficiency.

Such initiatives remain subject to feasibility, approvals, capital allocation and execution decisions.

Segment-wise Performance

During the financial year under review, the Company participates in the trading of refined soyabean oil, crude palm oil and crude soyabean oil, primarily serving wholesale and business customers, while its broader operating scope extends across oilseeds, solvent extraction, extracted oil cakes, refined oils and allied value chains.

Outlook

Your Company is building an integrated agri-oils and specialty products platform designed to participate across the value chain — from agricultural origin and sourcing to processing, edible oils, food ingredients, oleochemicals, bio-based products, consumer categories and distribution. The proposed merger is intended to

strengthen the operating core, while the strategic investment in Epitome expands the pathway into downstream manufacturing and value-added applications. Over time, the Company intends to deepen integration where it creates sustainable operating, strategic and financial value.

The management remains optimistic about the future, driven by its strong commitment to innovation, market diversification, and creating superior value for its shareholders and customers.

Financial Performance: Key Ratios and Return on Net Worth

In compliance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, significant changes in key financial ratios and Return on Net Worth are detailed in the financial statements annexed to this report. These changes reflect the companys ongoing strategic initiatives, operational improvements, and capital allocations that are set to drive future growth.

Sustainability and Environmental Initiatives

The Company remains committed to conducting its business in a responsible and sustainable manner, with Environmental, Social and Governance (ESG) considerations forming an integral part of its long-term business strategy. During the year, the Company continued to strengthen its focus on operational efficiency, digital transformation and responsible business practices.

The Company also continued to promote a strong culture of workplace safety and employee well-being through regular safety training programmes, emergency preparedness initiatives and employee engagement activities. As the Company pursues growth opportunities across the agri-commodity and FMCG value chain, it remains committed to adopting sustainable business practices and creating long-term value for all stakeholders while complying with applicable environmental and regulatory requirements.

Human Resources Development

The Company recognizes that its employees are its most valuable asset. It continues to focus on creating a professional work environment that encourages learning, development and employee engagement. The Company remains committed to attracting and retaining talent while promoting a culture of integrity, teamwork and continuous improvement. The company strives to cultivate an inclusive and equitable work environment, ensuring the safety, well-being, and professional growth of all its employees.

Cautionary Statement

Statements made in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may constitute forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various factors including changes in economic conditions, government policies, regulatory developments, market dynamics, foreign exchange fluctuations, commodity prices, geopolitical events and other factors beyond the Companys control. The company undertakes no obligation to update or revise any forward-looking statements in light of new information or future events.

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF COMPANIES ACT, 2013 AND RULE 5(1) & (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014.

I) The Remuneration of each of the Executive Directors of the Company for the Financial Year 2025-26:

Remuneration was not paid to the Executive Director during the year under review.

ii) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2025-26:

Sr. No.	Name of Directorship held and Name of Director	Ratio of Median Remuneration
Executive Director
a	Mr. Chintan Ajaykumar Shah	Nil
Non- Executive Director
a	Mr. Rakesh Kumar Verma (Independent Director)	1.20
b	Mrs. Shalu Saraf (Independent Director)	1.55
c	Mr. Rakesh Kumar (Independent Director)	1.80
d	Mr. Sandeep Chauhan (Independent Director)	1.10
e	Mr. Anubhav Agarwal	1.20

* During the year under review no remuneration has been paid to executive directors. Only sitting fees was paid to non-executive directors for attending the meetings of the Board and Committee.

Hence, the ratio of the remuneration of each director is not applicable.

iii) the percentage increase in remuneration of director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2025-26: There was increase in the remuneration of 41.97% in the financial year.

iv) The percentage increase in the median remuneration of Employees in the financial year 2025-26:

There was increase in the remuneration of 23% in the financial year.

v) The number of permanent employees on the rolls of the Company: There were 06 employees as on March 31, 2026.

vi) Average percentiles increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in Managerial Remuneration: 16.91 % increase made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year. The Percentile Increase in Managerial Remuneration in last financial year was 41.97%.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company remuneration policy is driven by the success and performance of the individual employees and the Company. The Company arms remuneration is as per the remuneration policy of the Company.

vii) Statement showing top ten employees in terms of remuneration drawn in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014: Not Applicable