BN Agrochem Ltd Directors Report

TO THE MEMBERS

Your directors have great pleasure in presenting the 35th (Thirty fifth) Annual Report along with the Audited Financial Statements and the Auditors Report of the Company for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

Your Company recorded a commendable financial performance during the Financial Year 2025-26, resulting in an increase in its Net Worth and the reporting of a profit for the year. The key financial highlights, as extracted from the Audited Financial Statements, along with the corresponding figures for the previous financial year, are presented below:-

r (INR in Lakhs)

	Standalone		Consolidated
PARTICULARS	2025-26	2024-25	2025-26	2024-25
	Amount	Amount	Amount	Amount
Revenue from Operations	23,262.30	2562.89	87,327.86	29,940.64
Other Income	34.96	-	38.03	6,781.56
Total Income	23,297.26	2562.89	87,365.89	36,722.20
OPERATING EXPENSES
Purchase of Stock in trade	21,915.13	2502.34	79,536.17	28,133.94
Employee Benefit Expenses	155.40	160.22	624.32	228.60
Finance Costs	190.17	869.45	194.43	870.00
Other Expenses	793.40	4996.81	5033.93	5323.56
TOTALEXPENSES	23,054.10	8528.51	85,388.85	34,556.10
Profit/(Loss) Before Tax (PBT)	243.16	(5965.93)	1,977.04	2,166.11
Tax expenses
Current Tax	-	-	227.56	197.89
Deferred Tax	(1,740.50)	(2.79)	(1,735.95)	(7.34)
Excess Provision of Income Tax	48.71	-	48.71	-
Profit/(Loss) After Tax (PAT)	1,934.95	(5963.13)	3,436.71	1975.56
Other Comprehensive Income	(0.40)	-	4,813.97	95.00
Total Comprehensive Income for the year	1,934.56	(5963.13)	8,250.68	2070.56
Earning per Equity Shares
Equity Shares of INR 10 each
Basic	1.98	(28.23)	3.51	9.35
Diluted	1.98	(24.51)	3.51	8.95

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

Although the Company has reported a profit during the financial year ended March 31, 2026, the Board of Directors, after considering the Companys future requirements, decided not to recommend any dividend for the financial year ended March 31, 2026.

RESERVES

During the year under review your company transferred profit INR 1,934.95/- Lakhs in retained earnings under reserve and surplus.

REVIEW OF OPERATIONS

During the financial year ended March 31, 2026, the Company recorded a Net Profit of INR 1,934.95 Lakhs, reflecting its satisfactory financial performance during the year. The Net Worth of the Company stood at INR 32,319.54/- Lakhs as on March 31, 2026.

Your Company is an operating agri-oils enterprise with business activities and interests spanning agricultural commodities, oilseeds, edible oils and related products. The Company currently 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. In financial year 2025-26 marked meaningful progress in building the architecture for this journey. The proposed amalgamation of A1 Agri Global Limited, B.N. Agritech Limited and Salasar Balaji Overseas Private Limited with BN Agrochem is intended to create a stronger and more coordinated operating base. By bringing related businesses together, we aim to centralise procurement and inventory management, improve utilisation of facilities, sharpen customer engagement and strengthen working-capital and cash-flow management.

The Scheme has crossed important regulatory milestones, including the receipt of the requisite NOC from BSE Limited in March 2026 and approval from the Competition Commission of India in April 2026. The Scheme remains subject to sanction by the National Company Law Tribunal (NCLT). We view the proposed merger not simply as corporate consolidation, but as an operating transformation that can provide a stronger platform for future scale.

Our strategic investment in Epitome Industries India Limited through Compulsorily Convertible Preference Shares represents the second important pillar. This creates a pathway for BN Agrochem to participate further downstream in oil-derived products and specialty applications, where technology, formulation, customer integration and product differentiation can play a greater role in value creation.

FUTURE OUTLOOK

The Companys strategic direction is 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.

The platform is intended to extend progressively both downstream and upstream. Downstream, the focus is on ingredients, oleochemicals, specialty derivatives and consumer products. Upstream, the Company may evaluate deeper origin-linked sourcing and plantation opportunities, including palm-oil plantation participation, where commercially and strategically appropriate. Such initiatives remain subject to feasibility, approvals, capital allocation and execution decisions.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business during the year under review, the Company continued to strengthen and diversify its business interests by from agriculture to consumer, from commodity to specialty to focus on ingredients, oleo-chemicals, specialty derivatives and consumer products and evaluate deeper origin-linked sourcing, plantation opportunities including palm-oil plantation participation which are subject to feasibility, approvals, capital allocation and execution of decisions. Evaluating and pursuing opportunities across sectors with strong long-term growth potential.

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 is 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 Companys 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, the following changes took place in the composition of the Board of Directors:

1. Mr. Chintan Ajaykumar Shah (DIN: 05257050) was appointed as Whole-time Director with effect from May 21, 2025 and as Chief Executive Officer with effect from May 22, 2025.

2. Mr. Sandeep Chauhan (DIN: 11137749) was appointed as an Independent Director with effect from June 14, 2025.

3. Mr. Anubhav Agarwal relinquished the position of Managing Director & Chief Executive Officer and was redesignated as a Non-Executive Director with effect from May 21, 2025, pursuant to the approval of the shareholders.

4. Mr. Ashutosh Sharma resigned from the office of Director of the Company with effect from May 21, 2025.

Sr. No.	Name of Directors	DIN	Designation
1	Mr. Chintan Ajaykumar Shah	05257050	Whole-time Director & CEO
2	Mr. Anubhav Agarwal	02809290	Non-Executive Director
3	Mr. Rakesh Kumar Verma	09678733	Independent Director
4	Mrs. Shalu Saraf	07794916	Independent Director
5	Mr. Sandeep Chauhan	11137749	Independent Director
6	Mr. Rakesh Kumar	08531595	Independent Director

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, 2026, the following are the Key Managerial Personnel of the Company:

(1) Mr. Chintan Ajaykumar Shah - Whole-time Director & CEO

(2) Mrs. Manisha - Chief Financial Officer

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

Note: During the quarter ended June 30, 2026, there was a change in the Key Managerial Personnel of the Company, pursuant to which: -

1. Mr. Anurag Bansal was appointed as the Chief Financial Officer with effect from June 1, 2026.

2. Mrs. Manisha resigned from the office of Chief Financial Officer with effect from May 31, 2026.

BOARD MEETINGS

During the financial year 2025-26 a total of 8 (Eight) Board Meetings were convened i.e. 21.05.2025, 14.06.2025,

28.06.2025, 23.07.2025, 07.08.2025, 13.11.2025, 17.12.2025, and 13.02.2026. 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. Chintan Ajaykumar Shah	7	6
2	Mr. Anubhav Agarwal	8	8
3	Mr. Rakesh Kumar Verma	8	6
4	Mrs. Shalu Saraf	8	7
5*	Mr. Sandeep Chauhan	5	5
6	Mr. Rakesh Kumar	8	8
7*	Mr. Ashutosh Sharma	1	0

* Mr. Chintan Ajaykumar Shah (DIN: 05257050) was appointed as Whole-time Director and Chief Executive Officer of the Company with effect from May 21, 2025 and May 22, 2025, respectively.

* Mr. Sandeep Chauhan (DIN: 11137749) was appointed as an Independent Director of the Company with effect from June 14, 2025

* Mr. Ashutosh Sharma resigned from the office of Director of the Company with effect from May 21, 2025.

INDEPENDENT DIRECTORS MEETING

During the year under review the Independent Directors of the company have duly conducted their meeting on 28th June 2025, 17th November 2025 and 13th February 2026, 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, 2026, the Audit Committee comprises the following members:

Sr. No.	Name	Status	Category
1	Mr. Rakesh Kumar Verma	Member	Non-Executive - Independent Director
2	Mrs. Shalu Saraf	Member	Non-Executive - Independent Director
3	Mr. Rakesh Kumar	Member	Non-Executive - Independent Director
4	Mr. Sandeep Chauhan	Member	Non-Executive - Independent Director
5	Mr. Chintan Ajaykumar Shah	Member	Executive Director

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

During the financial year 2025-26, 6 (Six) Audit Committee Meetings were convened on 14.06.2025, 28.06.2025,

07.08.2025, 13.11.2025, 17.12.2025, and 13.02.2026.

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, 2026, the Nomination and Remuneration Committee of the Company comprises the following members:

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

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

During the financial year 2025-26, 3 (Three) Nomination and Remuneration Committee Meetings were held on

21.05.2025, 14.06.2025, and 13.02.2026.

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.

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	Member	Non-Executive Independent Director
2	Mr. Rakesh Kumar	Member	Non-Executive Independent Director
3	Mr. Sandeep Chauhan	Member	Non-Executive Independent Director
4	Mr. Chintan Ajaykumar Shah	Member	Executive Director
5	Mr. Anubhav Agarwal	Member	Non-Executive Director

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

During the financial year 4 (Four) Stakeholders Relationship Committee Meetings were convened on 14.06.2025,

07.08.2025, 13.11.2025, and 13.02.2026.

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2026, your Company has 2 (two) overseas subsidiaries namely (i) BN Agrochem Singapore PTE Limited at Singapore incorporated on February 14, 2024, and (ii) BN Holdings Europe Limited at London incorporated on February 17, 2024.

BN Holdings Europe Limited has a wholly owned subsidiary at Liberia namely BNPB Industries Liberia Corporation.

Accordingly, for the quarter and year ended March 31, 2026, 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, 2026, the Authorized Share Capital 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 INR 10 /- each.

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

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 2026-27. 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 the inflow and outgo of foreign exchange during the year under review are as follows:

(INR in Lakhs)

Particulars	2025-26	2024-25
Foreign Currency Earnings	-	775.08
Foreign Currency Outgo	-	283.75

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with section 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 Companys state of affairs as at March 31, 2026 and of the Companys 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 arms 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

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

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES

As on March 31, 2026, your Company has 2 (two) overseas subsidiaries namely (i) BN Agrochem Singapore PTE Limited at Singapore incorporated on February 14, 2024, and (ii) BN Holdings Europe Limited at London incorporated on February 17, 2024.

BN Holdings Europe Limited has a wholly owned subsidiaries at Liberia namely BNPB Industries Liberia Corporation. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee identifies and recommends candidates for appointment to the Board after considering the Companys business requirements, strategic objectives and the competencies required to strengthen the Boards overall effectiveness. The Committee endeavours to maintain an appropriate balance of Executive, Non-Executive and Independent Directors to ensure an effective governance framework, preserve the independence of the Board and maintain a clear distinction between the functions of governance and management.

The Companys policy on the appointment of Directors, including the criteria for determining qualifications, positive attributes, independence of Directors and other matters as prescribed under Section 178(3) of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy read together with the Companys Policy on the Appointment and Re-appointment 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 Companys 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

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 compliance certificate.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company forms part of the top 1000 Listed entities on BSE Limited as on March 31, 2026. Accordingly, pursuant to Regulation 34(2) (f) of Listing Regulations, Company is required to submit a Business Responsibility Sustainability Report (BRSR) as a part of the Annual Report.

INSURANCE

The Company has taken adequate insurance for its current and fixed assets, employees and products against various relevant risks

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 Annexure—C

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 and employees. The details of the policy are posted on the Companys Website at:

RISK MANAGEMENT POLICY

The Companys 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 stakeholders 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 companys website at:

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 Companys 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:

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 Companys Website at:

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 companys 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 Companys Website at:

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

As on March 31, 2026, 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.

Number of complaints received filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

Number of pending for more than 90 days during the financial year: Nil

Number of pending complaints of sexual harassment pending as on end of the Financial Year: Nil MATERNITY BENEFIT

During the financial year under review, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company.

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 & Bankruptcy Code, 2016.

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

No significant or material orders were passed during the financial year under review by any Regulator, Court or Tribunal which had an adverse impact on the going concern status or future operations of the Company. Subsequent to the close of the financial year, the Company received the approval of the Competition Commission of India (CCI) and the order of the Honble National Company Law Tribunal (NCLT), Mumbai Bench, in connection with the proposed Scheme of Amalgamation.

AUDITORS AND AUDITORS REPORT

1. STATUTORY AUDITORS

M/s JSMG & Associates, Chartered Accountants (Firm Registration No. 025006C), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Auditors Report forms part of this Annual Report.

The Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. 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 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Mehta & Mehta, Practicing Company Secretaries (Firm Registration No. P1996MH007500) conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit Report forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Members of the Company at the 34th Annual General Meeting held on September 29, 2025, approved the appointment of M/s. Mehta & Mehta, Practicing Company Secretaries (Firm Registration No. P1996MH007500) as the Secretarial Auditor of the Company for a term of five consecutive financial years, i.e., from FY 2025-26 to FY 2029-30.

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, 2026 is available on the Companys website and can be accessed at:,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 and are under the Permitted to Trade category on NSE Limited after the closure of financial year. The Listing Fee for the financial year 2025-26 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.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

SECRETARIAL STANDARDS OF ICSI

Pursuant to Section 118(10) of the Act, during the year under review, the Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively mandated by the Institute of The Company Secretaries of India (ICSI) to ensure compliance with all the applicable provisions read together with the relevant circulars issued by Ministry of Corporate Affairs (MCA) from time to time.

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

Subsequent to the close of the financial year ended March 31, 2026, the following material events occurred:

1. Change of Key Managerial Personnel

o Mr. Anurag Bansal was appointed as the Chief Financial Officer of the Company with effect from June 1, 2026. o Mrs. Manisha resigned from the office of Chief Financial Officer with effect from May 31, 2026.

2. Competition Commission of India (CCI) Approval

o The Company received the approval of the Competition Commission of India (CCI) in respect of the proposed Scheme of Amalgamation on 28th April, 2026, under the applicable provisions of the Competition Act, 2002.

3. Order of the Honble National Company Law Tribunal (NCLT)

o The Honble National Company Law Tribunal, Mumbai Bench, vide its order dated June 19, 2026, issued directions for convening the meetings of the equity shareholders and other stakeholders in connection with the proposed Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.

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.

With respect to the proposed Scheme of Amalgamation dated June 28, 2025, the Company has received observation letter with no objection from the BSE Limited (BSE) on March 04, 2026.

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.

FORM NO. AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures.

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in INR Lacs)

(INR in Lakhs)

NAME OF THE SUBSIDIARY	BN HOLDINGS EUROPE LIMITED	BN AGROCHEM SINGAPORE PTE LIMITED	BNPB INDUSTRIES LIBERIA CORPORATION
	1	2	3
The date since the subsidiary was incorporated/acquired	17.02.2024	14.02.2024	19.12.2024
Financial Year ending on	31.03.2026	31.03.2026	31.03.2026
Reporting Currency	US Dollar	US Dollar	US Dollar
Exchange rate on the last date of financial year	94.6543	94.6543	94.6543
Share capital	32182.58	32144.60	0.094
Reserves & surplus	(105.52)	3087.69	7558.85
Total assets	32194.50	36025.36	7572.43
Total Liabilities	32194.50	36025.36	7572.43
Turnover	(85.14)	66619.62	-
Profit/ (Loss) before taxation	(85.14)	2005.66	(6.15)
Provision for taxation	0
Profit after taxation	(90.24)	1752.08	(6.15)
Proposed Dividend	NIL	NIL	NIL
% of shareholding	100	.03	0

1. Names of subsidiaries which are yet to commence operations: BN Holdings Europe Limited BN Agrochem Singapore Pte Limited and BNPB Industries Liberia Corporation has started its business during the FY 2024-25.

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

3. During the year ended March 31, 2026, the company does not have any associate or joint venture company. Thus, Part B of the form is not applicable to the company.

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis - NIL

(a) Name(s) of the related party and nature of relationship — N.A.

(b) Nature of contracts/arrangements/transactions - N.A.

(c) Duration of the contracts/arrangements/transactions - N.A.

(d) Salient terms of the contracts or arrangements or transactions including the value, if Any — N.A.

(e) Justification for entering into such contracts or arrangements or transactions - N.A.

(f) Date of approval by the Board - N.A.

(g) Amount paid as advances, if any: N.A.

(h) Date on which the special resolution was passed in the general meeting as required under first proviso to section 188- N.A.

2. Details of material contracts or arrangements or transactions at arms length basis- YES

(a) Name(s) of the related party and nature of relationship

Sr. No.	Name of Party	Relationship
1	B.N. Corporate Park Pvt Limited	Related Company
2	Anubhav Agarwal	Non-Executive Director

(b) Nature of contract/arrangement/transaction

Sr. No.	Name of Party	Nature of contract/arrangements/transaction
1	B.N. Corporate Park Private Limited	Lease Rent Paid
2	Anubhav Agarwal	Loan & Advances by Director

(c) Duration of the contracts/arrangements/transactions — As per the Contract / Agreement executed with the aforementioned Parties.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: As per the Contract / Agreement executed with the aforementioned Parties.

(e) Dates of approval by the Board, if any:

Sr. No.	Name of Party	Nature of contract/ arrangements/ transaction	Date of Approval by the board, if any	Amount paid as advances as on March 31, 2026
1	B.N. Corporate Park Private Limited	Lease rent payment	14.06.2025	Nil
2	Anubhav Agarwal	Loan & Advances	14.06.2025	Nil

(f) Amount paid as advances, if any: N.A.