DIRECTORS' REPORT

Your directors have great pleasure in presenting the 35th (Thirty fifth) Annual Report along with the Audited
Financial Statements and the Auditor's 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:-

^K (INR in Lakhs)

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 Company's 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 Company’s 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 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, 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.

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.

INDEPENDENT DIRECTOR'S 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:

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:

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.
https://www.bn-holdings.com/public/upload/code_of_conduct/1203832426.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

The company has a Stakeholders Relationship Committee comprising of the following members:

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 corporate@bn-holdings.com

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:

DIRECTOR'S 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 Company's state of affairs as
at March 31, 2026 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/1876068207.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 conductZ772498718.pdf

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 Company's business requirements, strategic objectives and the competencies
required to strengthen the Board's 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 Company's 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 Company's
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 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/714521221.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 compliance certificate.

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 Company's Website at:
https://www.bn-hoLdings.com/pubLic/upLoad/code_of_conduct/397950198.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
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 company's website at:
https://www.bn-hoLdings.com/pubLic/upLoad/code_of_conduct/1519268598.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/417563342.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/1281262499.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/195088003.pdf

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 COMPANY'S 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 Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, in connection
with the proposed Scheme of Amalgamation.

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 Company's website and can be accessed at:,
https://www.bn-holdings.com/public/upload/fin_year_file/1663107819.pdf

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 Company’s 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 Hon'ble National Company Law Tribunal (NCLT)

o The Hon'ble 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.

For and on behalf of the Board of Directors
BN Agrochem Limited

Sd/- Sd/-

Anubhav Agarwal Chintan Ajaykumar Shah

Director Whole-time Director & CEO

(DIN: 02809290) (DIN: 05257050)

Place: New Delhi
Date: August 11, 2026

1

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.