Bang Overseas Ltd Directors Report

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.

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 Companys internal financial controls were adequate and effective during
Financial Year 2024-25.

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.

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,
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 no
obligation to the Company to spend amount towards CSR Activity for the Financial year 2024-25, hence the
details related to CSR is not required to be given in the Report.

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.

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 date, 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:

The following changes took place in the position of Director and Key Managerial Personnel of your Company
during the financial year ended 31^st March, 2025.

*Ms. Aashi Neema has resigned from the post of Company Secretary with effect from 19^th 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.

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 the
Company 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 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

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

All Directors and members of Senior Management have, as on March 31^st 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 as
stipulated 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 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
Boards functioning, Committee effectiveness, directors 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, 2025 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 under Section 186 of the Act have been provided in notes to the
standalone financial statements.

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 arms length basis. Prior omnibus approval from
the Audit Committee has been obtained for related party transactions (RPTs) which are of a repetitive nature
and entered in the Ordinary Course of Business and are at Arms 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 Companys website at

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.

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 Boards Report and the financial statements for the financial year ended March
31, 2025 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.

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 Secretarys Certificate on Compliance of Corporate Governance are annexed as a part of this Annual
Report for the information of the Shareholders. The Company has also obtained the requisite certificate from the
Managing Director of the Company. The Managing Directors declaration regarding Compliance with Companys
Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate
Governance.

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.

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.

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 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.

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, 2025 and have issued the Auditors 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.

M/s. Kothari H. & Associates, Company Secretaries, were appointed as the Secretarial Auditors for the financial
year 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 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 2024-25.

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.

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.

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 Boards Report.

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
Companys 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.

Your Company is continuously striving towards conservation of energy across all its units and has also earned
foreign currency in Financial Year 2024-25 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.

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

> 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 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 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

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, Companys 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.