To

The Members BN HOLDINGS LIMITED

Your Directors have pleasure in presenting the 32^nd (Thirty Second ) Annual Report along with the Audited Financial Statement of accounts for the year ended March 31, 2023.

The financial results of the Company are summarized as under:

(Amt. in Rs.)

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.

With a view to repair past losses which resulted in erosion of reserves and conservation of resources the Board of Directors for future betterment, is constrained to recommend any dividend for the year under review.

The Company has not created any specific reserve for the year under review.

During the year under review, the company has not carried any business and after accounting for expenses, the Company has incurred a Net loss of Rs. 36,97,157.00.

The management of the company has changed by virtue of takeover of the company by Mr. Anubhav Agarwal, present Managing Director and CEO of the company.

Your present directors assured that the company will achieve its objectives of sustainable and profitable growth by bringing the business in the company, exploring market and delivering customer delight in the year to come.

The takeover process of the company has now completed and the company has stepped up by raising funds in the company through foreign investments which will be in one or more tranches.

The raising of funds through foreign investments will be utilize for long term capital requirements for future growth of the Company and to invest in new projects, companies, bodies corporates.

Your company expects to emerge with a stronger character and poise to build its business with good traction and demand.

There is no change in the nature of business of the Company during the year under review. However, the business of the company has been takeover by Shri Anubhav Agarwal, present Managing Director and CEO of the company.

In the ensuing Annual General Meeting, the company propose amendment in objects of Memorandum of Association which is mention under Item 4 of Notice of AGM for shareholder approval.

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

(A) During the year following changes take place in directorship of the company:- Appointment of Directors

*Mr. Kavish Sachar has resigned from the company w.e.f April 28, 2023.

(B) During the year following changes take place in Key Managerial Persnnel of the company:- Appointment of KMP*

*After closure of financial year 2022-23, the company has appointed Mrs. Reetika Mahendra as Company Secretary and Compliance Officer w.e.f April 28, 2023.

Resignation of KMP*

*After closure of financial year 2022-23, Mrs. Purvai V Chaudhari has resigned from the company as Company Secretary and Compliance Officer w.e.f April 5, 2023.

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 subsection (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.

Further during the year under review the Independent Directors were re-appointed after approval of shareholders for a term up to five consecutive years w.e.f Februrary 27, 2023.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Ashima Agarwal (DIN: 06983069),director of the company is retire by rotation and being eligible, offers herself for reappointment at the 32nd Annual General Meeting of the Company.

During the financial year Eight (8) Board Meeting were convened i.e. 30.05.2022, 10.08.2022, 6.09.2022,

10.11.2022, 30.12.2022, 02.02.2023, 14.02.2023, 27.02.2023 respectively. The intervening gap between the Meeting 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.

During the year under review the Independent Directors of the company has duly conducted their meeting 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 financially literate and have experience in financial management. The Audit Committee comprises of the following's directors:

During the financial year Six (6) Audit Committee Meeting were convened i.e. 30.05.2022, 10.08.2022,

06.09.2022, 10.11.2022,14.02.2023 and 27.02.2023.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The composition of Audit Nomination and Remuneration Committee is in alignment with provision of Section 178 of the Companies Act, 2013. The company is having a Nomination and Remuneration Committee comprising of the following members:

During the financial year Five (5) Nomination and Remuneration Committee Meeting were convened i.e.

30.05.2022, 06.09.2022, 30.12.2022, 02.02.2023 and 27.02.2023

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

The company is having a Stakeholder Relationship Committee comprising of the following members:

During the financial year Two (2) Stakeholder Relationship Committee Remuneration Committee Meeting were convened i.e. 30.05.2022 and 10.11.2022.

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 Nomination and Remuneration Committee. 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 by the Independent Directors.

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

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate stating that none of the Directors are disqualified, which 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 Officer.

Your Company doesn't have any subsidiaries. Therefore, compliance of preparing consolidated financial statement for the F. Y. 2022-23 does not arise.

The paid up equity share capital as on March 31, 2023 was Rs.10, 00, 00,000/- (Rupees Ten Crores Only) comprising Issued Share Capital of 99,50,000 equity share of Rs. 10/- and Subscribed & paid up Capital of 98,98,300 of Rs. 10/- .

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

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 share capital during the year under review.

However, after closure of financial year the Authorized share capital of the company has increased from Rs 10,00,00,000(Rupees Ten Crore Only) to Rs 28,00,00,000(Rupees Twenty Eight Crore Only).

During the financial year 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 March 31, 2023.

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets ate efficiently 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 2022-23. Reports for the year were submitted to the Audit Committee & Board.

The provision of section 135 is not applicable to the company. Hence, the compliance of the same does not arise.

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 cordial relationship with Stakeholders and employees at all levels.

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:

(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, 2023 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 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 effectively.

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 not entered into any material related party contracts therefore no disclosure in Form AOC-2 is provided. 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-holding.com/pd/policy/04-policy_Related_Poarty_Tramsactions_&_Deali ng_with_RPT.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 Accounts, Note no. 5 of the Standalone Annual Financial Statements as per "Ind AS".

The Company does not have any Subsidiary, Joint Venture or Associate Company.

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.

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 five crore, as on the last day of the previous financial year. Therefore, a report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof are not given as an annexure to this report.

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/pd/policy/01-Whistler%20Blower%20Policy.. pdf

The Company's robust risk management frame work 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 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, financial, human, environment and statutory compliance. The Policy is available on the company's website : https://www.bn-holdings.com/pd/policy/ll-%20Risk%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 confirmed compliance with the Code.

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

https://www.bn-holdings.com/pd/policy/10-PREVENTIQN%200F%20INSIDER%20TRADING. .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 : https://www.bn-holdings.com/pd/policy/12-Policy%20an%29%20information..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 : https://www.bn-holdings.com/pd/policy/13-Archival%20Policy..pdf

The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under

a. No. of complaints filed during the financial year: Nil

b. No. of complaints disposed of during the financial year: Nil

c. No. of complaints pending as at end of the financial year: Nil

Since during the year under review the number of employees is less than 10 hence, need of POSH committee does not arise.

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 2021- 22.Hence there are no court cases, litigations, matters pending against the Company.

M/s R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) appointed as a Statutory Auditor of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company. However, M/S. R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) has expressed their unwillingness to continue due to his pre-occupation and accordingly has filed his resignation on August 25, 2023 which was taken on record by Audit Committee and Board in its meeting dated August 28, 2023.

The Board in its meeting held on August 28, 2023 has recommended the shareholder of the company for their approval in this present general meeting, the appointment of M/s J S M G & Associates, Chartered Accountant (Firm Registration No.: 025006C) to fill the casual vacancy arised due to resignation of M/s R.B. Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) who shall hold office from October 30, 2023 till the conclusion of 33^rd Annual General Meeting of the Company.

The Statutory Auditors M/S. R.B Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W) have audited the Accounts of the Company for the financial year ended March 31, 2023 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to 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 February 27, 2023, has appointed M/s. MEHTA & MEHTA, Practising Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2022-23.

The Report of the Secretarial Audit carried out is annexed herewith in the Director's Report. The Secretarial Auditors' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

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, 2023 is available on the Company's website and can be accessed at

https://www.bn-holdings.com/pd/anual%20retrun/Annual%20Return%202023.pdf 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 a separate section forming part of this report as Annexure B

The Equity Shares of our Company are currently listed on BSE Limited. Further trading in Equity Share our Company is under GSM Stage 4 category at BSE Limited. The Listing Fee for the financial year 2022-23 is 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 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.

After closure of financial year following events took place in the company after obtaining approval of shareholders:-

1) Change of Registered Office of the Company.

2) Change in Authorized Share Capital of the Company.

3) Raising of funds through foreign investments and allotment of convertible warrants.

4) Change of name of the company.

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.

4) In accordance with Regulation 34(3) and Schedule V para F of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 there are no shares of the company in the Demat suspense account or unclaimed suspense account.

5) ) In accordance with Regulation 34(3) and Schedule V para G of the SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015 during the year under review the company enter into shareholder agreement for purpose of takeover of the company which has impacted the change in management and control of the company. The intimation of the same has already been given by the company before stock exchange i.e. BSE where securities of the company are listed. The salient features related to said agreement is disclosed by the company on its website at www.bn-holdings.com.

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 all levels in maintaining the sustained growth of your Company.