BN Holdings Ltd

TO THE MEMBERS

Your directors have great pleasure in presenting the 33 (Thirty Third) Annual Report along with the Audited Financial Statements and the Auditor's Report of the Company for the financial year ended March 31, 2024.

Your Company sustained the good performance and enhance its Net worth however, during the financial year 2023-24 your company faced losses. The key highlights of nancials as stated in the Audited financial statements along with corresponding performance for the previous year are as under:-

(Rs. in Lacs)

During the financial year 2022-23 the company does not have any subsidiary therefore the

standalone financial gures are provided in the consolidated table.

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.

Your Board of Directors do not recommend any dividend for the financial year ended March 31, 2024 considering to repair past losses which resulted in erosion of reserves and conservation of resources.

During the year under review your company has transferred INR (312.62) Lakhs in retained earningsunder reserve and surplus.

The Networth of your company is INR 7107.10 Lakhs as at March 31, 2024, however the Company hasincurred a Net loss of Rs. 312.62 Lakhs in F.Y. 2023-24.

Your Company has made an overseas investment and has incorporated its two wholly-owned subsidiaries namely BN Holdings Europe Limited at London, UK and BN Holdings Singapore PTE Limited at Singapore. In lieu to expand the overseas business the company has made an External Commercial Borrowings and has issued the Foreign Currency Convertible Bonds to the Investor.

In India, during the year, the Company has also invested in its related company which deals inmanufacturing of edible oils by acquiring its Cumulative Convertible Preference Shares.

Your present directors are taking effective steps to ensure the growth of the company on National and International level. Your directors assured that the company will achieve its objectives of sustainable and pro table growth by bringing the business in the company, exploring market and delivering customer delight in the year to come.

Your company became a part of BN Group's portfolio, a move aimed at implementing a comprehensive strategic framework to generate value for all stakeholders. The new management is meticulously assessed numerous opportunities within the company, leading to the formulation of several objectives designed to optimize productivity and operational ecienc y. With these strategic enhancements, the company is poised to undergo a transformation, positioning itself for robust growth and heightened market demand.

There is change in the nature of business/objectives of the Company during the year under review. Your company has explored the areas of business and is engaged in acquiring the interest in the companies deals in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, extracted oil cakes, re ned oil.

Not only this, but your company has also generated revenue by trading in agricultural produce oragricultural resources related to food products.

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Lid. (CDSL). The International Securities Identi cation 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 of dematerialization.

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. Ashutosh Sharma (DIN: 09501382) was appointed as a Non-Executive Director of the Company effective from November 01, 2023 and Mrs. Ashima Agarwal was resigned from the Directorship of the Company effective from November 01, 2023.

As on March 31, 2024, the Company's Board comprises with the following Directors:

The Board is of the opinion that the Independent Directors of the Company has the required integrity, expertise, and experience (including the pro ciency) and are persons 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.

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Anubhav Agarwal; (DIN: 02809290), Managing Director of the company retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting of the Company.

As on March 31, 2024 the following are the Key Managerial Personnel of the Company:

During the year under review, Mrs. Reetika Mahendra was appointed as Company Secretary & Compliance Ocer of the Company w.e.f. April 28, 2023 and Mrs. Puravi V Chaudhari was resigned from the post of the Company Secretary with effective from April 05, 2023.

During the financial year 2023-24 total 8 (Eight) Board Meetings were convened i.e. 28.04.2023, 31.05.2023, 14.08.2023, 18.08.2023, 28.08.2023, 27.10.2023, 09.11.2023 and 25.01.2024 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.

* Resigned from the Directorship w.e.f. 01.11.2023

# Appointed as Director w.e.f. 01.11.2023

During the year under review the Independent Directors of the company has duly conducted their meeting on March 29, 2024 in accordance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013.

The composition of Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013. The members of the Audit Committee are nancially literate and have experience in financial and accounting management. As on March 31, 2024 the Audit Committee comprises of the following members:

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

During the financial year 2023-24, 6 (Six) Audit Committee Meetings were convened on 28.04.2023, 31.05.2023, 14.08.2023, 28.08.2023, 27.10.2023 and 25.01.2024.

All the recommendations made by the Audit Committee were considered andaccepted by the Board.

The composition of Audit Committee is in alignment with provision of Section 178 of the Companies Act, 2013. As on March 31, 2024 the Nomination and Remuneration Committee of the Company comprises with the following members:

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

During the financial year 2 (Two) Nomination and Remuneration Committee Meetings were convened on 28.04.2023 and 27.10.2023

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/pdf/policies/Policy%20in%20Nomination%20and%20Remuneration.pdf.

The company is having a Stakeholder 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) Stakeholder Remuneration Committee Meeting were convened on

28.04.2023, 14.08.2023, 27.10.2023 and 25.01.2024.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the

Board of Directors of the Company.

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

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

The Chief Executive Ocer and the Chief Financial Ocer 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 (10)(I) 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.

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 Ocer .

As on March 31, 2024, 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. Accordingly, for the quarter and year ended March 31, 2024 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.

As on March 31, 2024 the Authorised Share Capital as on March 31, 2024 was Rs.62,00,00,000/- (Rupees Sixty Two Crores Only) comprising Issued Share Capital of 99,50,000 equity share of face value of Rs. 10/- each and the Subscribed & paid-up share capital of Rs. 9,89,83,000 (Rupees Nine Crore Eighty None Lakhs Eighty-Three Thousand) divided into 98,98,300 equity shares face value of Rs. 10 /- each.

Forfeited shares (amount originally paid up) -1200 SHARES @ 5/-PER SHARES = 6000 (IN THE YEAR 1996)

During the year under review the Authorized share capital of the company has been increased from Rs. 28,00,00,000 (Rupees Twenty Eight Crore Only) to Rs. 62,00,00,000 (Rupees Sixty Two Crore Only)

During the year under review the Company has not increased its paid-up share capital.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity hence there was no change in the Company's paid-up share capital during the year under review.

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.

No Loan, Guarantees and Investments covered under section 186 of the Companies are outstanding as on 31st March, 2024.

However, during the year under review, the Company has made an investment of INR 72 Crore in Epitome Industries India Limited by way of acquisition of 3.5% Compulsory Convertible Preference Shares. Apart from this, the Company has also invested in its overseas subsidiaries by acquiring Ordinary Shares of the subsidiaries. In BN Holdings Europe Limited, the Company has made an investment of GBP 100 and in BN Holdings Singapore PTE Limited, the Company has made an investment of USD 10000.

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.

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets ate ecien tly used and the interest of the Company is safe guarded, 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 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 2024-25. Reports for the year were submitted to the Audit Committee & Board for consideration.

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.

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.

During the year under review, your Company enjoyed a cordial relationship with Stakeholders and employees at all levels.

The details of in flow and outgo of foreign exchange during the year under review is as follows:

Pursuant to the requirements under Section 134 (3)(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby would like to state that:

( ) 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 a airs as at March 31, 2024 and of the Company's profit or loss for the year ended on that date.

(iii) Proper and sucien t 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 control 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 e effictively.

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. 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 MaterialSubsidiaries which may be accessed on the website of the company at the link

During the year under review, the Company has incorporated two wholly-owned subsidiaries namely BN Holdings Europe Limited at London, UK on February 17, 2024 and BN Holdings Singapore PTE Limited at Singapore on February 14, 2024.

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 quali cations, 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.

The Directors are a orded 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 familiarise the Directors on 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.

However, in pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the provisions of Regulation 17 to 27 clauses(b) to (i) [and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the company for the F.Y. 2023-24. However, the company has set out the procedures for Familiarization programme for Independent Directors in terms of Regulation 25(7) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) which is also disclosed on the website of the company at

https://www.bn-holdings.com/pdf/policies/Familarisation%20programme.pdf

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17,17[A], 18, 19, 20, 21,22, 23, 24, 24[A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of - (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty ve crore, as on the last day of the previous financial year. As on previous financial year March 31, 2023 the networth and paid-up share capital of the company is below the threshold limit as prescribed under Regulation 15(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and thus the provisions of corporate governance report and auditor's certificate thereon is not applicable on the company for the financial year 2023-24.

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 A.

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.

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/pdf/policies/Whistle%20Blower%20Policy.pdf.

The Company's robust risk management frame work identi es and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholder's 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 the areas such as business, project execution, event, nancial, human, environment and statutory compliance. The Policy is available on the company's website:

https://www.bn-holdings.com/pdf/policies/Risk%20Management%20Policy.pdf

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 Board of Directors and the designated employees have con rmed compliance with the Code.

The Code is also available on the website of the Company at

https://www.bn-holdings.com/pdf/policies/Insider%20Trading%20Policy.pdf

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 quali es for disclosure. The details of the policy are posted on the Company's Website

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

As on March 31, 2024 the Company has total 10 employees.

Accordingly, the Company has taken sucien t 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.

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

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 2023-24. Hence there are no court cases, litigations, matters pending against the Company.

M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) was appointed in pursuant to approval of shareholder in the Annual General Meeting held on September 22, 2023 to ll the casual vacancy arise due to resignation of M/s R.B Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W).

The Board of Directors in their meeting held on August 12, 2024 has recommended the shareholder of the Company for their approval in the ensuing Annual General Meeting , the appointment of M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) as Statutory Auditor of the Company who shall hold the oce 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, 2024 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors' Report for the financial year 2023-24 does not contain any quali cation, 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 pursuantto the Section 143(12) of the Companies Act 2013.

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 October 27, 2023, has appointed M/s. MEHTA & MEHTA, Practicing Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2023-24.

The Report of the Secretarial Audit carried out is annexed herewith in the Director's Report. The Secretarial Auditors' Report for the financial year 2023-24 does not contain any quali cation, reservation or adverse remark.

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, 2024 is available on the Company's website and can be accessed at the financial year ended March 31, 2024 is available on the Company's website and can be accessed at https://www.bn-holdings.com/pdf/anual%20return/Annual%20Returns%202024.pdf.

Management discussion and Analysis Report for the year under review, as stipulated under Regulation34 of the Listing Agreement, 2015 is presented as a Annexure- B forming part of this report.

The Equity Shares of our Company are currently listed on BSE Limited. The Listing Fee for the financial year 2023-24 was paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative' undertaken by the Ministry of Corporate A airs, 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 rst/sole holder quoting their details of Folio No.

After closure of financial year following events took place in the company:-

1) Allotment of Foreign Currency Convertible Bonds.

2) Investment of USD 34 Million by the Company in its wholly-owned subsidiary BN Holdings

Europe Limited at London, UK.

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

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.

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 at of the company.