Your Directors take immense pleasure in presenting their Report of your Company along with the AuditedBalance Sheet, Statement of Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standaloneand Consolidated), Schedules and Notes to Accounts and the Auditors Report thereon for the year ended March31, 2025.
PARTICULARS
STANDALONE
CONSOLIDATED
31.03.25
31.03.24
Revenue
19,049.17
13366.95
18883.13
13371.80
Other Income
202.53
293.37
217.04
294.71
Expenditure before Interest, Depreciation and Tax
19342.47
14114.86
19338.47
14219.06
Earnings before Interest, Depreciation and Tax(EBIDT)
(90.77)
(477.05)
(88.3)
(580.86)
Less: Interest
130.32
132.09
169.27
150.66
Earnings Before Depreciation and Tax (EBDT)
221.09
(586.64)
257.57
(703.21)
Less: Depreciation
140.50
142.05
141.02
142.69
Profit before Tax (PBT)
(361.59)
(728.68)
(398.59)
(845.90)
Less: Adjustment of Exceptional Item
-
Profit/ (Loss) before Tax after Exceptionalitems
Less: Tax Provision (Current, Deferred, FBT andEarlier Year adjustment)
(161.77)
(8.45)
(181.37)
(8.30)
Profit/(Loss) after Tax (PAT)
(199.82)
(720.24)
(217.22)
(837.60)
Total Net Comprehensive Income
(4.97)
0.20
(4.13)
(0.27)
Total Profit after Tax (includingComprehensive Income)
(204.79)
(720.04)
(221.35)
(837.87)
During the year under review, your Company has achieved revenue of Rs. 19,049.17 Lakh as against Rs. 13,366.95Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income andexceptional item) of Rs. 199.82 Lakh as against Net Loss after tax (including Comprehensive income andexceptional item) of Rs. 720.04 Lakh for the corresponding previous financial year. Your directors are hopeful forbetter sales realization and profit in the next year.
During the year under review, your Company has achieved revenue of Rs. 18,883.13 Lakh as against Rs. 13,371.80Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income) of Rs.221.35 Lakh as against Net Loss after tax (including Comprehensive income) of Rs. 837.87 Lakh for thecorresponding previous financial year.
the Company has incurred losses during the financial year, hence your Director do not recommend any dividendfor the year under review.
The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2025.CAPITAL STRUCTUREAuthorized 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.
The Paid-up equity share capital is Rs.13,56,00,000 (Rupees Thirteen Crores Fifty-Six Lakhs) divided into1,35,60,000 (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 grantedstock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertiblesecurities. The Company has not made any purchase or provision of its own shares by employees or by trusteesfor the benefit of employees during the financial year 2024-25. The Company’s equity shares are listed with theBSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.
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 theprovisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the threepreceding financial years.
There is no change in the nature of the business during the year.
There are no material changes and commitments occurred which affecting the financial position of the Companybetween the end of the financial year 2024-25 and as on the date of this report.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company’s operations in future.
There is no such Company which have become or ceased as a subsidiary, associates and joint ventures, duringthe year under review.
As on 31st March, 2025, 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) ofCompanies (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 ofthis Report. The Company does not have any material subsidiary. The policy for determining materialsubsidiaries framed by the Board of Directors is available on website of the Company at the linkhttps://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 endedMarch 31, 2025 is placed on the Company’s website www.banggroup.com and shall also be kept open forinspection at the Registered Office of the Company. The Company will also make available these documents uponrequest by any Member of the Company interested in obtaining the same.
During the year under review, your Company did not accept any deposits in terms of Section 73 of the CompaniesAct, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding whichwere classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheetdate.
The establishment of an effective corporate governance and internal control system is essential for sustainablegrowth and long-term improvements. We believe that a strong internal control framework is an important pillarof Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with the size and complexityof 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, internalauditors report directly to the Audit Committee. During the year under review, no material or serious observationhas 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 theCompany, the work performed by the Internal, Statutory, Secretarial Auditors and external consultants and thereviews performed by management and the relevant Board Committees, including the Audit Committee, theBoard is of the opinion that the Company’s internal financial controls were adequate and effective duringFinancial Year 2024-25.
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in aproactive 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 andoperational plans. The Company has an effective system in place for identification of elements of risk which areassociated with the accomplishment of objectives, operations, development, revenue and regulations in relationto 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 inManagement Discussion and Analysis Report which forms part of this report.
Social Welfare Activities has been an integral part of the Company since inception. The Company is committed tofulfill 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 fivehundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore ormore during the immediately preceding financial year shall spend in every financial year, at least two percent ofthe 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 31,2024did 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 2024-25. There was noobligation to the Company to spend amount towards CSR Activity for the Financial year 2024-25, hence thedetails 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:http://www.banggroup.com/images/BOL CSR Policy.pdf
The Company had in place a mechanism to avoid Insider Trading in the securities of the Company by designatedpersonnel. For the above mentioned purpose, the Company has established systems and procedures to prohibitinsider trading activity and has framed a Code of Conduct to Regulate, Monitor and Report trading by insidersand Code of Fair Practices and Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) asper the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), whichprohibits designated personnel to deal in the securities of the Company on the basis of any UPSI, available to themby virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSIand prohibit any insider trading activity, in order to protect the interest of the shareholders at large.
The composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act andRegulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive andIndependent Directors.
As on date, the Board of Directors of the Company consists of 6 members. The Board consists of ManagingDirector, Whole time Director, Non-Executive Director, Independent Directors and Key Managerial personnel asunder:
SI.
No.
Name
Date ofAppointment
Designation
1.
Mr. Brijgopal Balaram Bang
01/12/2006
Managing Director
2.
Mrs. Vandana Brijgopal Bang
31/07/2020
Whole Time Director
3.
Mr. Kavita Akshay Chhajer
15/08/2024
Independent Director
4.
Ms. Swati Sahukara
02/02/2015
5.
Mrs. Anuradha Shirish Paraskar
15/02/2018
6.
Mr. Mahesh Ramesh Bhagwat
30/05/2025
7.
Mr. Jaydas Dighe
30/05/2014
Chief Financial Officer
8.
Ms. Aashi Neema
16/11/2024
Company Secretary
The following changes took place in the position of Director and Key Managerial Personnel of your Companyduring the financial year ended 31st March, 2025.
Sr. No.
Date of
Appointment/ Re¬appointment
Date ofResignation
Ms. Divya Saboo
February 08, 2024
10th November,2024
Ms. Aashi Neema1
November 16, 2024
19th July, 2025
Mr. Mahesh RameshBhagwat1
May 05, 2025
*Mr. Subrata Kumar Dey
29.09.2024
Mrs. Kavita Chhajer
15.08.2024
*Mr. Raghvendra Bang
Non Execeutive NonIndependent Director
07.12.2024
The Board meets at regular intervals to discuss and decide on business policies and strategies. The agenda forthe Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informeddecisions.
During the year, Eight (08) Board meetings were held and the maximum interval between any two meetings wasnot more than 120 days. The details of meetings of Board and Committee(s) held during FY 2024-2025 arefurnished in the Corporate Governance Report, which forms a part of Annual report
During the year under review, the Company have 3 (Three) Committees as mentioned below and details withrespect to the composition, charters and meeting held are given in detail in the Corporate Governance Reportforming 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.
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 theCompany for strategy formulation and its implementation, thereby enabling its growth objectives.
The Company has received necessary Declaration from Independent Director(s) of the Company under Section149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 that theIndependent 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 Directorsprescribed in Schedule IV to the Act
The Board of your Company has, on the recommendation of the Nomination & Remuneration Committee frameda policy for selection, appointment & Remuneration of Directors. The details are set out in the CorporateGovernance Report, which forms part of this report and also available on the Company’s website athttps://www.banggroup.com/images/4. BOL Nomination and Remuneration Policy.pdf
Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of Conduct for itsemployees 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 31st 2025, 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 asstipulated above. The Certificate is annexed as Annexure B and forms an integral part of this Report.
The Board of Directors of your Company has carried out an annual evaluation of its own performance and that ofits 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 theBoard’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. TheIndependent Directors of the Company held one meeting during the year on 14th February, 2025 without thepresence 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 under Section 186 of the Act have been provided in notes to thestandalone financial statements.
During the year under review, all the contracts, arrangements or transactions entered into/ by the Company withrelated parties were in ordinary course of business and on an arm’s length basis. Prior omnibus approval fromthe Audit Committee has been obtained for related party transactions (RPT’s) which are of a repetitive natureand entered in the Ordinary Course of Business and are at Arm’s Length basis. A statement on RPTs specifyingthe details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basisfor review by the Audit Committee. The Company has framed a Policy on dealing with Related Party Transactionswhich 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 alltransactions between the Company and its Related Parties.
The particulars of related party transactions are provided in the prescribed Form AOC-2 is annexed as AnnexureC and forms an integral part of this Report.
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 readwith 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 ofSection 136 of the Act, the Board’s Report and the financial statements for the financial year ended March31, 2025 are being sent to the members and others entitled thereto, excluding the details to be furnishedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014which are available for inspection by the members at the Registered Office of your Company duringbusiness hours on all working days up to the date of the ensuing Annual General Meeting. If any memberdesires to have a copy of the same, he may write to the Company Secretary in this regard.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to theCorporate Governance requirements set out by SEBI. The Company has implemented several best corporategovernance 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 PracticingCompany Secretary’s Certificate on Compliance of Corporate Governance are annexed as a part of this AnnualReport for the information of the Shareholder’s. The Company has also obtained the requisite certificate from theManaging Director of the Company. The Managing Director’s declaration regarding Compliance with Company’sCode of Conduct for Directors and Senior Management Personnel forms a part of the Report on CorporateGovernance.
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report hasbeen presented in a separate section forming part of the Annual Report.
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2024-25 to theBSE Limited, National Stock Exchange of India Limited and to the depositories i.e. National Securities andDepositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.
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, 2025, followed the applicableaccounting standards and there are no material departures from the same;
b) selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31stMarch, 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 theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 controlsare adequate and were operating effectively; and
f) devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 andthe 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 theCompany at 30th Annual General Meeting up to the conclusion of 35th Annual General Meeting to be held in thecalendar year 2027.
M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for thefinancial year ended March 31, 2025 and have issued the Auditor's Report thereon. There are no qualificationsor reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on thefinancial statement of the Company forms part of this Annual Report.
M/s. Kothari H. & Associates, Company Secretaries, were appointed as the Secretarial Auditors for the financialyear ended 31st March, 2025. 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 issuedby 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 thesecretarial audit of the Company for FY 2024-25.
Directors state that the management is continuously making necessary efforts to maintain hundred percent ofshareholding of promoter(s) and promoter group in dematerialized form.
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 Companyis not covered under the said rules and limits.
M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the Internal Auditorsof the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the InternalAuditor process. Scope of internal audit extends to in depth audit of accounting and finance, revenue andreceivables, 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 onquarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessaryactions 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 Committeeunder Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by itsofficers or employees, the details of which would need to be mentioned in the Board’s Report.
In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return ofthe Company i.e. E-form MGT-7 for FY 2023-24 may be accessed on the Company’s website athttps://www.banggroup.com/investor-relations.
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors andemployees to report their concerns about unethical behavior, actual or suspected fraud or violation of theCompany’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmedthat no personnel of the Company have been denied access to the Audit Committee. The Policy is available on thewebsite of the Company at https://www.banggroup.com/investor-relations.
Your Company is continuously striving towards conservation of energy across all its units and has also earnedforeign currency in Financial Year 2024-25 complete details with regard to Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure Fand forms an integral part of this Report.
The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India.
> The Company was not required to transfer any amount to Investor Education and Protection Fund undersection 125 of the Act.
> During the Financial Year 2024-25, the trading of securities was not suspended.
> The Company, during the Financial Year 2024-25, has not issued any debt instruments or has not takenFixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings wereobtained
> The Company has complied with statutory compliances and no penalty or stricture is imposed on theCompany by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutoryauthority 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 NationalCompany Law Tribunal and there is no instance of one-time settlement with any Bank or FinancialInstitution
Your Directors place on record their deep appreciation and gratitude for the valuable support received from allthe employees at all levels for their hard work, dedication and commitment and look forward to their continuedsupport and co-operation in future. Your Directors also place on record their appreciation & gratitude for thesupport received from their suppliers, distributors, retailers, vendors and others associates. Your Directorsexpress 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 theshareholders/investors for the trust and confidence reposed in the Company and look forward to their continuedsupport and participation in sustaining the growth of the Company in the coming years.
Place: Mumbai BRIJGOPAL BANG
Date: September 01, 2025 Chairman & Managing Director
DIN:00112203
1
Ms. Aashi Neema has resigned from the post of Company Secretary with effect from 19th July, 2025.
• Mr. Mahesh Ramesh Bhagwat has been appointed as an Independent Director with effect from 30th May, 2025
• The tenure of 10 years of Mr. Subrata Kumar dey has been completed as on 29.9.2024
• Mr. Raghvendra Bang has resigned from the post of Company Secretary with effect from 07th December,2025.
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. Vandana Brijgopal Bang retires byrotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.