Your Directors take immense pleasure in presenting their Report of your Company along with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to Accounts and the Auditors Report thereon for the year ended March 31, 2024.

PERFORMANCE REVIEW Standalone

During the year under review, your Company has achieved revenue of Rs. 13366.95 Lakh as against Rs. 12242.92 Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income and exceptional item) of Rs.720.04 Lakh as against Net Profit after tax (including Comprehensive income and exceptional item) of Rs. 122.67 Lakh for the corresponding previous financial year. Your directors are hopeful for better sales realization and profit in the next year.

Consolidated

During the year under review, your Company has achieved revenue of Rs. 13371.80 Lakh as against Rs. 11753.29 Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income) of Rs. 837.87 Lakh as against Net profit after tax (including Comprehensive income) of Rs. 117.44 Lakh for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

The Company has incurred losses during the financial year, hence your Director do not recommend any dividend for the year under review.

The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2024.

CAPITAL STRUCTURE Authorized Share Capital

The authorized share capital of the Company is Rs.16,00,00,000 (Rupees Sixteen Crores) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each.

Paid Up Share Capital

The Paid-up equity share capital is Rs.13,56,00,000 (Rupees Thirteen Crores Fifty-Six Lakhs) divided into 1,35,60,000 (One Crore Thirty-Five Lakhs Sixty Thousand) Equity shares of 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertible securities. The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2023-24. The Company's equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.

LOAN FROM DIRECTORS

During the year under review, the Company has not received any unsecured loans from director of the Company.

REVISION IN FINANCIAL STATEMENTS OR BOARDS' REPORT

In terms of Section 131 of the Act, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 2023-24 and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

There is no such Company which have become or ceased as a subsidiary, associates and joint ventures, during the year under review.

As on 31^st March, 2024, your Company have following subsidiaries:

1. Vedanta Creations Limited

2. Bang HK Limited

M/s. Vedanta Creations Limited which is a wholly-owned subsidiary is a material subsidiary of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 & 8(1) of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is annexed at Annexure-A and forms an integral part of this Report. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link https://www.banggroup.com/images/1. BOL Policy-determining-material-subsidiary.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2024 is placed on the Company's website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information

The function of internal audit is entrusted to M/s. FRG & Co. For ensuring independence of audits, internal auditors report directly to the Audit Committee. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Secretarial Auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans. The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen.

As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of

rupees five crore or more during the immediately preceding financial year shall spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial year.

The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial year i.e March 31, 2023 did not exceed the threshold provided in section 135 as mentioned above.

In view of the above, the CSR was not applicable to the Company for the financial year 2023-24. There was no obligation to the Company to spend amount towards CSR Activity for the Financial year 2023-24, hence the details related to CSR is not required to be given in the Report.

The CSR policy as adopted by the Company can be viewed on the website of the Company viz: https://www.banggroup.com/images/BOL CSR Policy.pdf

PROHIBITION OF INSIDER TRADING

The Company had in place a mechanism to avoid Insider Trading in the securities of the Company by designated personnel. For the above mentioned purpose, the Company has established systems and procedures to prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor and Report trading by insiders and Code of Fair Practices and Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits designated personnel to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on March 31, 2024, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director, Non-Executive Director, Independent Directors and Key Managerial personnel as under:

CHANGE IN DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes took place in the position of Key Managerial Personnel of your Company during the financial year ended 31^st March, 2024.

The Board places on record its sincere appreciation for the services rendered by Ms. Aishwarya Srivastava as Company Secretary & Compliance Officer.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Brijgopal Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policies and strategies. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.

During the year, Eight (08) Board meetings were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2023-2024 are furnished in the Corporate Governance Report, which forms a part of Annual report

COMMITEES OF THE BOARD OF DIRECTORS

During the year under review, the Company have 3 (three) Committees as mentioned below and details with respect to the composition, charters and meeting held are given in detail in the Corporate Governance Report forming part of this Annual Report:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders' Relationship Committee

The details of Composition of the above-mentioned Committees are given in the Corporate Governance Report, which forms part of this report and also available on the Company's website at https://www.banggroup.com/images/BOL Composition of Committees March24.pdf

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help the Company for strategy formulation and its implementation, thereby enabling its growth objectives.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary Declaration from Independent Director(s) of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 that the Independent Director(s) of the Company meet with the criteria of Independence laid down in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of your Company has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment & Remuneration of Directors. The details are set out in the Corporate Governance Report, which forms part of this report and also available on the Company's website at https://www.banggroup.com/images/4. BOL Nomination and Remuneration Policy.pdf

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors and senior management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website at https://www.banggroup.com/investor-relations

All Directors and members of Senior Management have, as on March 31^st 2024, affirmed their compliance with:

> Code of Conduct for Board of Directors and Senior Management

> Code for Independent Directors, as applicable.

> Code of Practices and Procedures for Fair Disclosure of UPSI

The Company has obtained a Certificate from the Managing Director regarding compliances of the codes as stipulated above. The Certificate is annexed as Annexure B and forms an integral part of this Report.

BOARD EVALUATION

The Board of Directors of your Company has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director and Executive Directors through a structured questionnaire covering various aspects of the Board's functioning, Committee effectiveness, director's efficiency on individual basis, Corporate governance etc.

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company held one meeting during the year on 14^th February, 2024 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments under Section 186 of the Act have been provided in notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an arm's length basis. Prior omnibus approval from the Audit Committee has been obtained for related party transactions (RPT's) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm's Length basis. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee. The Company has framed a Policy on dealing with Related Party Transactions which can be accessed on Company's website at https://www.banggroup.com/images/5. BOL Policy on Related Party Transaction.pdf

The policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and its Related Parties.

The particulars of related party transactions are provided in the prescribed Form AOC-2 is annexed as Annexure C and forms an integral part of this Report.

REMUNERATION OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure D and forms an integral part of this Report. In accordance with the provisions of

Section 136 of the Act, the Board's Report and the financial statements for the financial year ended March 31, 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary's Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholder's. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director's declaration regarding Compliance with Company's Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report has been presented in a separate section forming part of the Annual Report.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2024-25 to the BSE Limited, National Stock Exchange of India Limited and to the depositories i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, it is confirmed that the Directors have:

a) in the preparation of the annual accounts for the year ended 31st March, 2024, followed the applicable accounting standards and there are no material departures from the same;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) prepared the annual accounts on a going concern basis;

e) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS AND THEIR REPORTS

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of five years by the members of the Company at 30^th Annual General Meeting up to the conclusion of 35 ^th Annual General Meeting to be held in the calendar year 2027.

M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial year ended March 31, 2024 and have issued the Auditor's Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company forms part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORTS

M/s. Kothari H. & Associates, Company Secretaries, were appointed as the Secretarial Auditors for the financial year ended 31st March, 2024. The Secretarial Audit Report is annexed as Annexure E to this report.

In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchanges within the statutory timelines. The Secretarial Audit Report contains an adverse remarks.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s Kothari H. & Associates, Company Secretaries, who have confirmed their eligibility for the said re-appointment, to conduct the secretarial audit of the Company for FY 2023-24.

DIRECTORS COMMENT ON SECRETARIAL AUDITOR'S ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT

Directors state that the management is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

COST AUDITOR

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.

INTERNAL AUDITORS

M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to in depth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc.

The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report. REPORTING OF FRAUDS BY AUDITORS

During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return of the Company i.e. E-form MGT-7 for FY 2023-24 may be accessed on the Company's website at https://www.banggroup.com/investor-relations.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy is available on the website of the Company at

https://www.banggroup.com/investor-relations.

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

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2023-24 complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure F and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.

> During the Financial Year 2023-24, the trading of securities was not suspended.

> The Company, during the Financial Year 2023-24, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained

> The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal and there is no instance of one-time settlement with any Bank or Financial Institution

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the employees at all levels for their hard work, dedication and commitment and look forward to their continued support and co-operation in future. Your Directors also place on record their appreciation & gratitude for the support received from their suppliers, distributors, retailers, vendors and others associates. Your Directors express their sincere thanks to the Statutory Auditors, Secretarial Auditors, Company's Bankers, Government, Regulatory Authorities and Stock Exchanges. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.