DIRECTORS' REPORT

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

FINANCIAL SUMMARY

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

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

DIVIDEND

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

RESERVES

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

REVIEW OF OPERATIONS

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

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

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

FUTURE OUTLOOK

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

agricultural and food-related agri-resource segment.

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

DEMATERIAZATION

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

DIRECTORS & KEY MANAGERIAL PERSONNEL (A) DIRECTORS:

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

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

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

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

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

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

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

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

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

(B) KEY MANAGERIAL PERSONNEL:

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

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

(2) Mrs. Manisha - Chief Financial Officer

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

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

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

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

AUDIT COMMITTEE

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

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

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

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

BOARD EVALUATION

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

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

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

CERTIFICATIONS

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

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

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

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

DESIGNATED E-MAIL ADDRESS FOR INVESTOR SERVICES

To serve our investors better and as required under Regulation 46(2) (j) of the SEBI Listing Regulations, the designated e-mail address for investor complaints is corporate@bn-holdings.com.

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

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

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

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

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

SHARE CAPITAL

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

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

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

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

INTERNAL FINANCIAL CONTROL

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

Since there is no manufacturing carried on by the Company, particulars required to be given in the terms of Section 134(3)© 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) and 134(5) of the Companies Act, 2013, your Directors hereby would like to state that:

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

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

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

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

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

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in 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 & employees. The details of the policy are posted on the Company's Website https://www.bn-holdings.com/public/upload/code_of_conduct/2109911235.pdf

RISK MANAGEMENT POLICY

The Company's robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other 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/2001923590.pdf

PREVENTION OF INSIDER TRADING

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

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

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

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

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS

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

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

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

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

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

There is no complaints received during the year under review.

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

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

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

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

AUDITORS AND AUDITOR'S REPORT

1. STATUTORY AUDITORS

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

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

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

Details in respect of fraud reported by auditors.

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

2. SECRETARIAL AUDITOR

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

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

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

EXTRACT OF ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

LISTING AND TRADING OF SHARES

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

MAINTENANCE OF COST RECORDS

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

GREEN INITIATIVE

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

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

MATERIAL EVENTS OCCURING AFTER CLOSURE OF FINANCIAL YEAR

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

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

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

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

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

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

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

• A1 Agri Global Limited (“Transferor Company 1”)

• B.N. Agritech Limited (“Transferor Company 2”),

• Salasar Balaji Overseas Private Limited (“Transferor Company 3”)

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

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

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

OTHER DISCLOSURES / REPORTING

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

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

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

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