Balurghat Technologies Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors are pleased to present the 32nd Annual Report of Balurghat Technologies Limited (the "Company") together with the audited standalone financial statements for the financial year ended 31st March, 2026 and the reports of the Statutory Auditor and Secretarial Auditor thereon.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2026 is summarised below:

(Rs. in hundreds, except EPS)

Particulars

FY 2025-26

FY 2024-25

Revenue from Operations

1,20,08,081

87,00,582

Other Income

39,219

38,760

Total Revenue

1,20,47,300

87,39,343

Total Expenses

1,19,71,334

84,41,920

Profit Before Tax

75,966

2,97,423

Less: Current Tax

22,677

86,336

Less: Deferred Tax

1,562

261

Profit After Tax

54,851

2,10,826

Other Comprehensive Income/(Loss)

7,499

4,361

Total Comprehensive Income

62,350

2,15,187

Basic and Diluted Earnings Per Share (Rs.)

0.36

1.24

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

During the year under review, revenue from operations increased by approximately 38.01% to Rs. 1,20,08,081 hundreds from Rs. 87,00,582 hundreds in the previous year. The Company continued to operate in the transport, logistics, supply-chain and allied service segments and remained focused on service continuity, customer relationships, cost control and statutory compliance.

Profit before tax declined by approximately 74.46% to Rs. 75,966 hundreds and profit after tax declined by approximately 73.98% to Rs. 54,851 hundreds, mainly on account of the increase in operating costs, employee benefit expenses and finance costs. Total comprehensive income for the year stood at Rs. 62,350 hundreds as compared with Rs. 2,15,187 hundreds in the previous year. The financial performance should be read together with the audited financial statements and notes forming part of the Annual Report.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended 31st March, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the "Act") read with the relevant rules issued thereunder and other generally accepted accounting principles in India, to the extent applicable.

DIVIDEND

Considering the financial position, profitability and future working-capital requirements of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March, 2026.

TRANSFER TO RESERVES

The Board transferred Rs 62,350 hundred to the General Reserve for the year under review. The profit for the year has been retained in the Statement of Profit and Loss forming part of Other Equity.

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2026 is Rs. 17.40818 Crores, divided into 1,74,08,180 equity shares of face value Rs. 10 each. During the year under review, the Company has not issued any equity shares with differential rights or sweat equity shares or under any employee stock option.

CHANGE TN THE NATURE OF BUSINESS

There was no change in the nature of the principal business activities of the Company during the financial year 2025-26.

MATERIAL CHANGES AND COMMITMENTS

Except for the changes in the composition of the Board disclosed under the section "Directors and Key Managerial Personnel", no material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS

No order was passed by any regulator, court or tribunal during the year which, in the opinion of the Board, materially impacts the going-concern status or the future operations of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiary, joint venture or associate company during the year under review. Accordingly, the disclosure in Form AOC-1 is not applicable.

DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There were no unclaimed or unpaid deposits outstanding as at 31st March, 2026.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee covered under Section 186 of the Act during the year under review. Particulars of investments, if any, are disclosed in the notes forming part of the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the year were placed before the Audit Committee and the Board, as applicable. The transactions were in the ordinary course of business and on an arm''s-length basis. There were no materially significant related party transactions with promoters, Directors, Key Managerial Personnel or other related parties that could have a potential conflict with the interests of the Company at large.

Accordingly, there were no contracts or arrangements requiring disclosure in Form AOC-2 under Section 134(3)(h) read with Section 188(1) of the Act. The policy on materiality of related party

transactions and dealing with related party transactions is available on the website of the Company at www.balurghat.co.in.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act relating to Corporate Social Responsibility were not applicable to the Company for the financial year 2025-26, as the Company did not meet the prescribed threshold criteria. Accordingly, constitution of a CSR Committee and preparation of an annual CSR report were not required for the year under review.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size, scale and nature of its operations. The system is designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The Audit Committee periodically reviews the adequacy and operating effectiveness of the internal control systems and monitors the implementation of audit recommendations.

AUDITORS AND AUDIT REPORTS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the M/s. Sambhu N. De & Co, Chartered Accountants (Firm Registration number 307055E be and were reappointed as the statutory auditors of the company for a term of 5 years from the conclusion of the 30th Annual general Meeting till 35th Annual General Meeting of the company.

Statutory Auditor''s Report

The Statutory Auditor''s Report on the financial statements for the year ended 31st March, 2026 forms part of the Annual Report. The observations and comments, if any, made by the Statutory Auditor are read together with the relevant notes to the financial statements and the Board''s explanations, wherever required.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company appointed Ms. Prity Bishwakarma, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 will be obtained from the Secretarial Auditor and shall be annexed to this Report as Annexure “B”, forming an integral part thereof.

The Company has also obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026 in accordance with Regulation 24A of the SEBI Listing Regulations.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed Ms. Mamta Surana, as the Internal Auditor of the Company for the financial year 2026-27 were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

Cost Records

Maintenance of cost records as prescribed under Section 148(1) of the Act is not applicable to the business activities of the Company.

Frauds Reported by Auditors

During the year under review, no fraud by the Company or on the Company by its officers or employees was reported by the Statutory Auditor or Secretarial Auditor under Section 143(12) of the Act, based on the reports placed before the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company at www.balurghat.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition as at 31st March, 2026

Sl. No.

Name

Designation/Category

DIN

1

Mr. Pawan Kumar Sethia

Managing Director

00482462

2

Mr. Arun Kumar Sethia

Whole-time Director

00001027

3

Mr. Ravikant Sethia

Whole-time Director

02769848

4

Mr. Rajendra Dugar

Non-Executive, Non-Independent Director

08187495

5

Mr. Manik Chand Tater

Non-Executive Independent Director

01096517

6

Mrs. Geetika Khandelwal

Non-Executive Independent Director

10061631

Changes after the close of the financial year

Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mrs. Shweta (DIN: 10283634) as an Additional Director in the category of Non-Executive Independent Director with effect from 28th May, 2026. Her appointment as an Independent Director for a first term of five consecutive years from 28th May, 2026 to 27th May, 2031, not liable to retire by rotation, is subject to approval of the Members at the ensuing Annual General Meeting.

Mrs. Geetika Khandelwal (DIN: 10061631) resigned from the office of Independent Director with effect from 29th May, 2026. The Board places on record its appreciation for the services rendered by her during her tenure.

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Raj endra Dugar (DIN: 08187495) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The proposals for re-appointment of Mr. Arun Kumar Sethia (DIN: 00001027) as Whole-time Director and Mr. Pawan Kumar Sethia (DIN: 00482462) as Managing Director, on the terms stated in the Notice of the ensuing Annual General Meeting, are also being placed before the Members for approval.

Key Managerial Personnel

As at 31st March, 2026, the following officials were the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act:

1. Mr. Pawan Kumar Sethia - Managing Director;

2. Mr. Arun Kumar Sethia - Whole-time Director;

3. Mr. Ravikant Sethia - Whole-time Director;

4. Mr. Ankit Sethia - Chief Financial Officer; and

5. Mrs. Sushma Kumari Agarwal - Company Secretary and Compliance Officer.

There was no change in the Key Managerial Personnel during the financial year under review.

None of the Directors is disqualified from being appointed or continuing as a Director under Section 164 of the Act, based on the declarations and certificates received by the Company.

MEETINGS OF THE BOARD

During the financial year 2025-26, five meetings of the Board of Directors were held on 10th May, 2025, 26th May, 2025, 12th August, 2025, 12th November, 2025 and 12th February, 2026. The interval between any two consecutive meetings was within the period prescribed under the Act and the SEBI Listing Regulations. Details of attendance of the Directors are provided in the Corporate Governance Report forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they have complied with the Code for Independent Directors specified in Schedule IV to the Act. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience and are independent of the management.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the Act and the SEBI Listing Regulations, the Board carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors. The evaluation was undertaken through a structured process covering Board composition, participation, quality and timeliness of information, strategic oversight, governance, risk management and contribution of individual Directors. The Independent Directors separately reviewed the performance of the NonIndependent Directors, the Board as a whole and the Chairperson, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management, including criteria for determining qualifications, positive attributes, independence and performance evaluation. The salient features of the policy are disclosed in the Corporate Governance Report and the policy is available on the website of the Company.

AUDIT COMMITTEE

The Audit Committee was duly constituted in accordance with Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. During the year, the Committee met four times on 26th May, 2025, 12th August, 2025, 12th November, 2025 and 12th February, 2026. The composition, terms of reference and attendance of members are disclosed in the Corporate Governance Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

RISK MANAGEMENT

The Company has a risk-management framework for identification, assessment and mitigation of key business, operational, financial, credit, liquidity, regulatory and compliance risks. The Board periodically reviews the principal risks and the measures adopted to mitigate them. In the opinion of the Board, no risk has been identified which threatens the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and adopted a Whistle Blower Policy in accordance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations. The mechanism enables Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected

fraud or violation of the Company''s Code of Conduct and provides adequate safeguards against victimisation. No person has been denied access to the Chairperson of the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Conduct for prevention of insider trading and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The codes regulate trading by designated persons and their immediate relatives and provide for maintenance of structured digital records, trading-window restrictions, pre-clearance and other compliance requirements.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, prepared in accordance with Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms a separate part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance. A separate Corporate Governance Report, together with the requisite certificate on compliance with the conditions of corporate governance, forms part of the Annual Report and will be annexed to this Report as Annexure "A".

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of the Annual Report. The statement containing particulars of employees under Rule 5(2) and Rule 5(3), to the extent applicable, is maintained at the registered office and shall be made available to any Member upon request in accordance with applicable law.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The operations of the Company are not energy intensive. Nevertheless, the Company continues to take measures for optimum use and conservation of energy, including efficient utilisation of equipment and resources. The Company did not import any technology during the year and did not incur any specific expenditure on research and development.

Particulars

Amount in Hundred

Foreign Exchange Earnings

Nil

Foreign Exchange Outgo

66,107

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 at 31st March, 2026 and of the profit of the Company for the year ended on that date;

iii) the Directors have 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;

iv) the Directors have prepared the annual accounts on a going-concern basis;

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to meetings of the Board of Directors and General Meetings.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted an Internal Committee, wherever applicable, and is committed to providing a safe and dignified working environment.

Particulars

Number

Complaints received during the financial year

Nil

Complaints disposed of during the financial year

Nil

Cases pending for more than 90 days

Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, to the extent applicable during the financial year under review.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, petition under Section 7 was filed on 13.03.2026 before The Honorable NCLT Kolkata Bench by an asset reconstruction claiming a recovery for an amount of Rs. 2.39 crores with interest @18%p.a. This claim was made on the basis of a recovery certificate dated 29.05.2009 issued by the DRT and the matter is still sub judice.

ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of one-time settlement with any bank or financial institution requiring disclosure of any difference between the valuation amount on settlement and the valuation undertaken while availing the loan.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance, co-operation and support received from the shareholders, customers, bankers, business associates, employees, Central and State Government authorities, regulatory authorities, stock exchange, depositories, Registrar and Share

Transfer Agent and all other stakeholders. The Board also acknowledges the continued trust and confidence reposed by the Members in the Company.


Mar 31, 2025

The Board of Directors is pleased to present the 31st Annual Rep oil of the company together with the Audited
Financial Statement for the year ended on
March 31,2025.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2025 are summarized below: -

(Rs. in hundreds)

PARTICULARS

2024-25

2023-24

Profit before Depreciation &Amortization Expenses, Finance Costs &Tax
Expenses

4,43,683.00

4,17,561.00

Less: Finance Cost

121,418.00

98,651.00

Depreciation

24,842.00

26,618.00

Profit before Tax

2,97,423.00

2,92,292.00

Extraordinary Items - Long Term Profit on Sale of Land

Less: Current Tax

86,336.00

84,683.00

Deferred Tax Liabilities

261.00

340.00

Profit for the year

2,10,826.00

2,07,949.00

Other Comprehensive Income

4,361.00

8,026.00

Total Comprehensive Income for the Year

2,15,187.00

2,54,198.00

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

The Financial Year 2024-25 showed an improved performance compared to the previous financial year. Despite
the competitive landscape, your Company has performed well. The highlights of the performance are as under:

V Revenue from operation has been increased by 9.67% to Rs 8,7 00,5 82 hundred for the year as
against Rs 79,32,936 hundred of the previous year.

y PBDIT increased by 6.26% to Rs. 4,43,683 hundred for the year as against Rs. 4,17,561 hundred of the
previous year.

y Profit before tax increased to Rs. 2,97,423 hundred for the year as against Rs. 2,92,292 hundred of the
previous year.

y Profit for the year (Net Profit) increased by approximately 1.38% to Rs. 2,10,826 hundred for the year,
compared to Rs. 2,07,949 hundred in the previous year.

y Total Comprehensive Income for the year decreased to Rs. 2,15,187 hundred, as against Rs. 2,54,198
hundred of the previous year.

INDIAN ACCOUNTING STANDARDS

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("hid
AS") from 1 st April, 2017 with a transition date of 1 st April, 2016.The Financial Results for the year 2024-25
have been prepared in accordance with Ind. AS, prescribed under Section 133 of the Companies Act, 2013 read
with the relevant rules issued there under and the other recognized accounting practices and policies to the extent
applicable. The Financial Results for all the periods of 2024-25 presented have been prepared in accordance
with Ind.AS.

DIVIDEND

Directors do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2025 is Rs. 17.40818 Crores, divided into 1,74,08,180 equity
shares of face value Rs. 10 each. During the year under review, the Company has not issued any equity shares
with differential rights or sweat equity shares or under any employee stock option.

RESERVES

The Company has transferred an amount of Rs 2,15,187 /- hundred to the General Reserve which is current
year’s profits and the same is in compliance with the applicable provisions prescribed under the Companies Act,
2013.

THE COMPANY’S WORKING PI RING THE YEAR/STATE OF COMPANY’S AFFAIR

The company diligently strives to maximize profitability through various strategic initiatives and concerted
efforts. By leveraging its resources, optimizing operational efficiencies, and implementing effective cost-
management measures, it actively seeks to enhance financial performance and generate sustainable growth.
Additionally, the company remains committed to identifying and capitalizing on market opportunities, fostering
innovation, and staying abreast of industry trends to strengthen its competitive advantage and drive profitability.
Despite these efforts, the company experienced a decrease in its Total Comprehensive Income, primarily due to
external factors such as geopolitical tensions and political instability, as reflected in the financial summary.

CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY’ TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT

There have been no such material or significant changes during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COIIRTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATES AND COMPANY’S
OPERATIONS IN FI TITIE

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY’

The Company has an Internal Control System that is commensurate with the size, scale, and nature of its
operations. The scope and authority of die Internal Audit function are well-defined. To maintain objectivity and
independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board, as
well as directly to the Chairperson and Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control systems,
and ensures compliance witii the Company’s operating procedures, accounting practices, and policies. Based on
the reports of the Internal Audit function, process owners undertake corrective actions in their respective areas
to strengthen the controls.

Significant audit observations and recommendations, along with the corrective actions taken, are presented to
the Audit Committee of the Board.

DETAILS OF SUBSIDIARY/JOINT 3TNTURES/ASSOCLATE COMPANIES

The company does not have subsidiary companies or associates’ companies nor has it entered in at any joint
ventures’ agreements.

DEPOSITS

In FY 2024-25, your Company has not accepted any deposits under Section 73 of the Act including rules framed
thereunder. There is no deposit with the Company which is not in compliance with the requirements of the Act.
No principal or interest on deposit has remained unpaid or unclaimed as on March 31, 2025.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
M/s.
Sambhu N. De & Co, Chartered Accountants (Firm Registration number 307055E be and were re¬
appointed as the statutory auditors of the company for a term of 5 years from the conclusion of the 30th
Annual general Meeting till 35th Annual General Meeting of the company.

AUDITORS REPORT

The observations made in the Auditor’s Report are self-explanatory and do not call for any further comments
u/s 134(3) (f) of the Companies Act, 2013. The Auditors have not made any qualifications in their report.

SECRETARIAL A EDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations read with
Section 204 of the Act, and upon recommendation of the Audit Committee, appointment of Ms. Prity
Bishwakarma (ACS No. 63580, COP No. 27227) from Prity Bishwakarma & Co., Company Secretaries, as the
Secretarial Auditor of the Company, for a term of 5 (five) years i.e. for Financial Year 2024-25 till Financial
Year 2028-29 is proposed for members’ approval at the ensuing AGM of the Company.

The Secretarial Auditor has issued Secretarial Compliance Report for FY 2024-25 under regulation 24A of
Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11,
2024 which has been filed with BSE Limited within the statutory time period.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Act read with the Companies
(Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re¬
appointed Ms. Mamta Surana, as the Internal Auditor of the Company for the financial year 2025-26 were
assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company
as required under The Act. Compliance with all laws applicable to the Company was checked by the Internal
Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

COST RECORDS

Company is not required to maintain cost records under Section 148( 1) of the Companies Act, 2013
EXTRACT OF ANNUAL RETURN

Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, a
copy of Annual Return as on March 31,2025, will be placed on the Company’s website at www.balurghat.co.in

MANAGEMENT’S DISCI SSION AM) ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated in SEBI (LODR)
Regulations 2015, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company, the disclosures on Conservation of Energy
and Technology are not required. However, there had been no foreign exchange outgo during the period under
review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto
CORPORATE SOCLVL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act, 2013, the CSR is not applicable to the
Company in respect of the financial year 2024-25. The company will however, formulate and implement CSR
policy as and when it gets applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013. Details of investments made by the company are given in the notes to the financial
statements.

RELATED PARTY TRANSACTION

The company has framed Policy on materiality of related party transactions and dealing with related party
transactions. All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of the business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which
may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES
Key Managerial Personnel

As on 31st March 2025, the following persons are designated as Key Managerial Personnel (“KMP”) of the
Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Pawan Kumar Sethia, Managing Director;

2. Mr. Arun Kumar Sethia, Whole Time Director;

3. Mr. Ravikant Sethia, Whole Time Director;

4. Mr. Ankit Sethia, Chief Financial Officer.

5. Ms. Sushma Kumari Agarwal, Company Secretary & Compliance Officer
Changes in KMP during the financial year

During the financial year under review, Mr. Altab Uddin Kazi, Company Secretary & Compliance Officer of
the Company has tendered his resignation from the services of the Company, with effect from the close of
business hours of 23rd October, 2024 and Ms. Sushma Kumari Agarwal has been appointed as a Company
Secretary & Compliance Officer of the Company with effect from 18th January, 2025.

DIRECTORS

At present your Board is duly constituted comprising of 6 (Six) Directors, Mrs. Geetika Khandelwal (DIN:
10061631) Mr. Pawan Kumar Sethia (DIN:00482462), Mr. Arun Kumar Sethia (DIN: 00001027), Mr. Rajendra
Dugar (DIN:08187495), Mr. Manik Chand Tater (DIN: 01096517), and Mr. Ravikant Sethia (DIN: 02769848).
In accordance with the provisions of the Companies Act, 2013, Mr. Pawan Kumar Sethia, retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mrs. Gita Sharma Independent Women Director and Chairperson has tendered her resignation and Mrs. Geetika
Khandelwal has been appointed on same day i, e, 10th August, 2024

None of the Directors of the company are disqualified for being appointed as Directors as specified under
section 164 of the Companies Act, 2013 and the rules made there under.

MEETINGS

During the year under review. Eight Board Meetings dated 17.04.2024,08.05.2024, 29.05.2024, 10.08.2024,
22.10.2024,12.11.2024, 18.01.2025 and 12.02.2025 and Four Audit Committee Meetings were convened and
held, the dates and attendance of each Directors are given in the Corporate Governance Report.

The maximum time gaps between the Meetings were within the period as prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details of
constitution of the Board and its Committee are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Board confirms that, in its opinion, the
independent directors fulfil the conditions as specified in the Regulation 16 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent
of the management.

BOARD EVALUATION

Pursuant to the provisions of the Section 134(3) Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 the Board has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit, Nomination& Remuneration
Committees. The performance evaluation of Non - Independent Directors and Board of Directors as a whole
and was satisfied overall. Evaluation Process is based on structured questionnaire covering various aspects of
the Board’s functioning. Board’s culture and performance was circulated to the members of the Board for the
Financial Year 2024-25. Based on the response received, the Board as a whole, the Committees, the Chairperson
and individual Directors were separately evaluated in the meeting of the Independent Directors and at the
meeting of the Board of Directors. The Board has carried out the performance evaluation of all independent
Directors of the Company and is satisfied with their performance.

NOMINATION AND REMUNERATION POLICY’

In accordance with provisions of Section 178 of the Act, Nomination and Remuneration Policy of the Company
is available on Company’s website at www.balurghat.co.in. The salient features of Nomination and
Remuneration Policy, inter alia, are: (a) Objectives, (b) Matters to be recommended by the Committee to the
Board, (c) Criteria for appointment of Director / KMP / Senior management, (d) Additional Criteria for
Appointment of Independent Directors, (e) Appointment and Remuneration of Directors, (f) Policy on Board
Diversity, (g) Appointment, removal, and remuneration of KMP / Senior management and other employees of
the Company, (h) Criteria for Evaluation of Independent Director and the Board, (i) Succession planning for
appointment to the Board of Directors and Senior Management, (j) Directors’ and Officers’ (D & O) Liability

Insurance

RISK MANAGEMENT POLICY

As per requirement of section 134(3) (n) of the Companies Act 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Board of Directors has framed risk management policy. The
Board has a risk assessment and minimization procedure which is reviewed by the Board periodically. There is
a structure in place to identify and mitigate various identifiable risks faced by the Company from time to time.
At the Meetings of the Board, these risks are reviewed and new risks are identified. As of now the Directors do
not envisage any element of risk which threatens the existence of the Company.

The Risk Management Policy is available on the website of the Company at www.balurghat.co.in

VIGIL MECHAMSMAVfflSTLE BLOWER POLICY

In accordance with the provisions of the Companies Act, 2013, read with the Rules made therein, and the SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company believes in the conduct of
its affairs in a fair and transparent manner to foster professionalism, honesty, integrity, and ethical behaviors in
all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The
Company has adopted a Vigil Mechanism through which employees, directors, and other stakeholders are free
to report to Senior Management any unethical behavior, improper practices, or wrongful conduct taking place
in the Company for appropriate action. The confidentiality of those reporting violations is maintained, and they
are not subjected to any discriminatory practices.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and
were in the ordinary course of the business. There are no materially significant related party transactions made
by the company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved
by the Board of Directors.

During FY 2024-25, the Company has not entered into any material related party transaction as per the thresholds
mentioned in the Listing Regulations, Act and the RPT Policy. In view of this, disclosure in form AOC-2 is not
applicable. The RPT policy is available on Company’s website at www.balurghat.co.in

INFORMATION TECHNOLOGY PIT’)

The Company’s IT team plays a crucial role to support functioning of various departments and facilities of the
Company and has also contributed in successful completion of various regulatory audits. IT also ensures
business continuity through data security. In this respect, the data back-up and safety procedures are in place.
The Company uses industry leading IT in
frastructure and software applications to ensure that the information
flow is seamless, and it helps business to take timely decisions and actions. Employees are key for ensuring of
information security and hence their awareness is initiated during onboarding induction training itself.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and certain designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the
Directors and 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 Directors and the designated employees have confirmed compliance
with the Code.

PREMENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to prevent and control the sexual harassment at workplace and to provide a safe
and conducive work environment to all its employees and associates. In accordance with the provisions of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition andRedressal) Act, 2013 and the Rules framed
thereunder (‘POSH’) as amended from time to time, the Company has formulated a code on ‘Redressal of
Grievances Regarding Sexual Harassment’ for redressal of grievances and to protect women against any
harassment. The Internal Committee has been duly constituted for all locations of the Company in terms of
POSH. Details of complaints with respect to the above during the year under review are:

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year: NIL

c. Number of complaints pending as on the end of the financial year: NIL

d. Number of cases pending for more than ninety days: NIL

STATITORY DISCLOSURE

None of the Directors of the Company are disqualified as per provision 164(2) of the Companies Act 2013.
Your directors have made necessary disclosures as required under various provisions of the Companies Act,
2013 and Listing Regulations.

FRA.IDS REPORTED BY AIDITORS

During the financial year under review, the Statutory Auditor and the Secretarial Auditor of the Company have
not reported any instance of fraud committed in the Company by its officers or employees to the Audit
Committee under Section 143(12) of the CompaniesAct,2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (5) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

In terms of Sectionl34(5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or loss of the Company for the year
under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements as stipulated SEBI Disclosure Regulations, 2015.
The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the
Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid SEBI (LODR) Regulations, 2015 is
attached to this Report.

ACKNOWLEDGEMENT

The Board of Directors would like to express its profound gratitude for the dedicated efforts and diligent services
rendered by all the Company’s employees.

Furthermore, the Board of Directors wishes to extend its sincere appreciation for the support and cooperation
received from various entities, including the government and regulatory authorities, stock exchanges,
depositories, banks, customers, business associates and members throughout the reviewed year.

CAUTIONARY STATEMENT

Statements in this report including Management Discussion and Analysis describing the Company’s objectives,
projections, estimates, expectations, or predictions may be ‘forward-looking statements’ within the meaning of
applicable laws and regulations. The actual results may differ materially from those expressed in the statements

for and on behalf of the Board of Directors
Balurghat Technologies Limited

Sd/- Sd/-

Geetika Khandehval Pawan Kumar Sethia

Chairperson Managing Director

DIN:10061631 DIN: 00482462

Dated: 26.05.2025
Place: Kolkata


Mar 31, 2024

The Board of Directors is pleased to present the 30* Annual Report of the company together with the Audited Financial Statement for the year ended on March 31, 2024.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2024 are summarized below: -

tRs. in hundreds!

PARTICULARS

2023-24

2022-23

Profit before Depreciation & Amortization Expenses, Finance Costs & Tax Expenses

4,17,561.00

3,47,264.00

Less: Finance Cost

98,651.00

1,14,174.00

Depreciation

26,618.00

36,261.00

Profit before T ax

2,92,292.00

1,96,829.00

Extraordinary Items - Long Term Profit on Sale of Land

Less: Current Tax

84,683.00

59,122.00

Deferred Tax Liabilities

340.00

1,707.00

Profit for the year

2,07,949.00

1,36,000.00

Other Comprehensive Income

8,026.00

9,419.00

Total Comprehensive Income for the Year

2,54,198.00

1,45,419.00

SUMMARYOFFINANCIALRESULTSANDPERFORMANCEOFTHECOMPANY

The Financial Year 2023-24 was better than the previous financial year. Despite the competitive landscape, your

Company has performed well. The highlights of the performance are asunder:

p- Revenue from operation h a s been increasedby 23% to R s 79,3 2,93 6''-hundred for the year as against Rs. 64,48,804 -hundred of the previous year.

^ PBDIT increased by 20.24% to Rs. 4,17,561/- hundred for the year as against Rs. 3,47,264/- hundred of the previous year.

p- Profit before tax increased to Rs.2,92,292/- hundred for the year as against Rs. 1,96,829/- hundred of the previous year.

p- Net Profit rise to Rs.2,54,198 /-hundred for the year as against Profit of Rs. 1,45,419/- hundred of the previous year.

INDIAN ACCOUNTING STANDARDS

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 with a transition date of 1st April, 2016.The Financial Results for the year 2023-24 have been prepared in accordance with Ind. AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2023-24 presented have been prepared in accordance with Ind. AS.

DIVIDEND

Directors do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2024 is Rs. 17.40818 Crores, divided into 1,74,08,180 equity shares of face value Rs. 10 each. During the year under review, the Company has not issued any equity shares with differential rights or sweat equity shares or under any employee stock option.

RESERVES

The Company has transferred an amount of Rs. 2,54,198/- hundred to the General Reserve which is current year''s profits and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR The company diligently strives to maximize its profitability through various strategic initiatives and concerted efforts. By leveraging its resources, optimizing operational efficiencies, and implementing effective cost-management measures, the company actively seeks to enhance its financial performance and generate sustainable growth. Additionally, the company remains committed to identifying and capitalizing on market opportunities, fostering innovation, and staying abreast of industry trends to further bolster its competitive advantage and drive increased profitability. The significant increase of 74.80% in Net Profit exemplifies the Company unwavering dedication to maximizing the wealth of its stakeholders.

CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the Financial Year 2023- 24.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no such material or significant changes during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions there on are presented to the Audit Committee of the Board.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company does not have subsidiary companies or associates’ companies nor has it entered into any joint ventures’ agreements.

DEPOSITS

The company has not accepted any deposits during the year from the Public under section 73 to 76 of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue / outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act,2013 arenotre quiredtobefumi shed.

STATUTORY AUDITORS

The Members at the Extra Ordinary General Meeting held on Tuesday, 21st May, 2024, approved the appointment of M/s Sambhu N. De & Co, Chartered Accountants (Firm Registration number: 307055E), who hold office till the conclusion of 30th Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor. The report given by the Statutory Auditor on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report.

M/s Sambhu N. De & Co, Chartered Accountants (Finn Registration number: 307055E be and are hereby reappointed as the statutory auditors of the company for a term of 5 years from the conclusion of the 30th Annual general meeting till 35th Annual General Meeting of the company at a remuneration to be determined by the Board of Directors of the Company whose appointment is subject to the approval of shareholders in this AGM

SECRETARIAU AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 the Company has appointed Ms. Kanchan Maheswari, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit report is annexed herewith as “Annexure B.” The Secretarial Auditor’s report to the shareholders does not contain any qualification.

AUDITORS REPORT

The observations made in the Auditor’s Report are self-explanatory and do not call for any further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors have not made any qualifications in their report.

COST RECORDS

Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on die Company''s website on at www.balurghat.co.in

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated in SEBI (LODR) Regulations 2015, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company, the disclosures on Conservation of Energy

and Technology are not required. However, there had been no foreign exchange outgo during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act, 2013, the CSR is not applicable to the Company in respect of the financial year 2023-24. The company will however, formulate and implement CSR policy as and when it gets applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Details of investments made by the company are given in the notes to the financial statements.

RELATED PARTY TRANSACTION

The company has framed Policy on materiality of related party transactions and dealing with related party transactions. All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES Key Managerial Personnel

As on 31st March 2024, the following persons are designated as Key Managerial Personnel (“KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Pawan Kumar Sethia, Managing Director;

2. Mr. Arun Kumar Sethia, Whole Time Director;

3. Mr. Ravikant Sethia, Whole Time Director;

4. Mr. Ankit Sethia, Chief Financial Officer.

Changes in KMP during the financial year

During the financial year under review, Mr. Gaurav Raj, Company Secretary & Compliance Officer of the Company, has tendered his resignation from the services of the Company, with effect from the close of business hours of 9th February, 2024 and Mr. Altab Uddin Kazi has been appointed as a Company Secretary & Compliance Officer of the Company with effect from 8th May, 2024.

DIRECTORS

At present your Board is duly constituted comprising of 6 (Six) Directors, Mrs. Gita Sharma (DIN: 06766560) Mr. Pawan Kumar Sethia (DIN:00482462), Mr. Arun Kumar Sethia (DIN: 00001027), Mr. Rajendra Dugar (DIN:08187495), Mr. Manik Chand Tater (DIN: 01096517), and Mr. Ravikant Sethia (DIN: 02769848).

In accordance with the provisions of the Companies Act, 2013, Mr. Arun Kumar Sethia, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013 and the rules made there under.

MEETINGS

During the year under review, six Board Meetings dated 27.05.2023, 03.08.2023, 10.11.2023, 10.01.2024, 03.02.2024 and 13.02.2024 and Five Audit Committee Meetings were convened and held, the dates and attendance of each Directors are given in the Corporate Governance Report.

The maximum time gaps between the Meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details of constitution of the Board and its Committee are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Board confirms that, in its opinion, the independent directors fulfil the conditions as specified in the Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management.

BOARD EVALUATION

Pursuant to the provisions of the Section 134(3) Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination& Remuneration Committees. The performance evaluation of Non - Independent Directors and Board of Directors as a whole and was satisfied overall. Evaluation Process is based on structured questionnaire covering various aspects of the Board''s functioning, Board’s culture and performance was circulated to the members of the Board for the Financial Year 2023-24. Based on the response received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors. The Board has carried out the performance evaluation of all independent Directors of the Company and is satisfied with their performance.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Remuneration Policy is stated in the Corporate Governance Report

RISK MANAGEMENT POLICY

As per requirement of section 134(3) (n) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors has framed risk management policy. The Board has a risk assessment and minimization procedure which is reviewed by the Board periodically. There is a structure in place to identify and mitigate various identifiable risks faced by the Company from time to time. At the Meetings of the Board, these risks are reviewed and new risks are identified. As of now the Directors do not envisage any element of risk which threatens the existence of the Company.

The Risk Management Policy is available on the website of the Company at www.balurghat.co.in

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the provisions of the Companies Act, 2013, read with the Rules made therein, and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity, and ethical behaviors in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has adopted a Vigil Mechanism through which employees, directors, and other stakeholders are free to report to Senior Management any unethical behavior, improper practices, or wrongful conduct taking place in the Company for appropriate action. The confidentiality of those reporting violations is maintained, and they are not subjected to any discriminatory practices.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the requirement of formation of a suitable committee as required under the said act. The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain 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 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 Directors and the designated employees have confirmed compliance with the Code.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per provision 164(2) of the Companies Act,2013. Your directors have made necessary disclosures as required under various provisions of the Companies Act ,2013 and Listing Regulations.

FRAUDS REPORTED BY AUDITORS

During the financial year under review, the Statutory Auditor and the Secretarial Auditor of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the CompaniesAct,2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

In terms of Section 134(5) of the CompaniesAct,2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements as stipulated SEBI Disclosure Regulations, 2015. The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (LODR) Regulations, 2015 is attached to this Report.

ACKNOWLEDGEMENT

The Board of Directors would like to express its profound gratitude for the dedicated efforts and diligent services rendered by all the Company’s employees.

Furthermore, the Board of Directors wishes to extend its sincere appreciation for the support and cooperation received from various entities, including the government and regulatory authorities, stock exchanges, depositories, banks, customers, business associates and members throughout the reviewed year.

for and on behalf of the Board of Directors Balurghat Technologies Limited

Gita Sharma Pawan Kumar Sethia

Chairperson Managing Director

DIN: 06766560 DIN:00482462

Dated: 29.05.2024 Place: Kolkata


Mar 31, 2015

The Board of Directors is pleased to present the 21st Annual Report of the company together with the audited financial statement for the year ended on March 31, 2015.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2015 are summarized below:

(Rs. in hundreds)

Particulars 2014-2015 2013-2014

Profit before Depreciation & Amortization Expenses, Finance Costs & 116413 104393 Tax Expenses

Less : Finance Cost 12824 8179

Depreciation 17134 15916

Profit before Tax 86455 80298

Less : Current Tax 16848 15301

Deferred Tax Liabilities 1135

Profit for the year 68472 64997

Add: Balance in Profit & Loss Account -1196264 -1261261 Appropriation Add: Adjustment of Provision Of IT 230 0

Add: Adjustment of fixed Assets -3096

Closing Balance -1130658 -1196264

SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

Financial Year 2014-2015 was yet another challenging year. The global economy, witnessed lower economic growth. Despite these constraints and the challenging environment, the company performed reasonably well and the highlights of the performance are as under:

- Revenue from operation increased by 9.58% to 4120398 hundred for the year as against 3760121 hundred of the previous year.

- PBDIT increased by 11.51% to 116413 hundred for the year as against 104393 hundred of the previous year.

- Profit before tax increased by 7.67% to 86455 hundred for the year as against 80298 hundred of the previous year.

- Net Profit increased by 5.34% to 68472 hundred for the year as against 64997 hundred of the previous year.

DIVIDEND

In view of the accumulated losses during the current year, your Directors are unable to recommend any dividend for the year under reference.

RESERVES

The Company has transferred an amount of Rs.68472 hundreds to the General Reserve which is current year's profits and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company has performed well irrespective of highly competitive market. Increase in Turnover by 9.58 % in adverse market conditions shows company's operational excellence.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no such material or significant changes during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company do not have subsidiary companies or associates companies nor it has entered into any joint ventures agreements.

DEPOSITS

The company has not accepted any deposits during the year from the Public under section 73 to 76 of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue / outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

STATUTORY AUDITORS

Mr. Kalyan Ranjan Guha of M/s Guha & Sons were appointed as Statutory Auditors of your Company in last Annual General Meeting and they being eligible have offered themselves for reappointment at the ensuing Annual General Meeting. No change in Statutory Auditors has taken place during the period under review.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Amrita Saraf, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2014-15.The Secretarial Audit report is annexed herewith as "Annexure B.

AUDITORS REPORT

The observations made in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors have not made any qualifications in their report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company, the disclosures on Conservation of Energy and Technology are not required. However there had been foreign exchange outgo of EURO 4539.68 equivalent to Rs. 373776/- and USD 26787.81 equivalent to Rs 1633011.44 during the period under review.

AUDIT COMMITTEE

As Per Corporate Governance Report annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the criteria prescribed under section 135 of the Companies Act, 2013, the CSR is not applicable to the Company in respect of the financial year 2014-2015 .The company will however, formulate and implement CSR policy as and when it gets applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Details of investments made by the company are given in the notes to the financial statements.

RELATED PARTY TRANSACTION

The company has framed Policy on materiality of related party transactions and dealing with related party transactions. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES

The Statement of Particulars of Employees pursuant to the Provisions of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 personnel) Rules, 2014 in respect of employees of the Company, forms part of this report and annexed herewith as Annexure "D.

In terms of the provisions of Section Statement of particulars of employees pursuant to Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company did not have any employee who has been in receipt of the remuneration in excess of prescribed in the above mention section, during whole or any part of the year under review.

DIRECTORS

NUMBER OF MEETINGS OF THE BOARD

During the year Five Board Meetings were convened and held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was in compliance with the Companies Act, 2013

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

RE-APPOINTMENT/ RESIGNATION

Sri Hansraj Sethia, the retiring directors by rotation, was re-appointed as the Director of the Company by the members in the Annual General Meeting held on 29 September, 2014. Sri Arun Kumar Sethia whole-time director, of the Company, retire by rotation at the ensuing AGM and being eligible offer himself for re-appointment.

Sri Madanlal Agarwal, director of the company resigned from the board w.e.f. 12th September, 2014 due to his ill health. The company acknowledges valuable contributions made by him which helped in growth of the organization.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY

As per requirement of section 134(3)(n) of the companies act 2013 and revised clause 49 of the Listing Agreement the Board of Directors has framed risk management policy .The Board has a risk assessment and minimization procedure which is reviewed by the Board periodically. There is a structure in place to identify and mitigate various identifiable risks faced by the Company from time to time. At the Meetings of the Board, these risks are reviewed and new risks are identified. As of now the Directors do not envisage any element of risk which threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has adopted a Vigil Mechanism through which the employees, Directors and other stakeholders are free to report to Senior Management any unethical behavior, improper practices and wrongful conduct taking place in the Company for taking appropriate action. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the requirement of formation of a suitable committee as required under the said act. The Board of Directors and/or the Management of the Company has not received any complaint on this account from any of the employees of the Company or from any other person.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and 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 Directors and the designated employees have confirmed compliance with the Code.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review .

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreements forms part of the Annual Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

LISTING OF SHARES

The Securities of the Company are listed with BSE and shall continue to be listed thereat only. Pursuant to the SEBI (Delisting of Securities) Regulation 2003, upon confirming the applicable compliances company had made necessary application for voluntary delisting of its shares from Jaipur, Madras and Kolkata stock exchange and the same are pending disposal as on date, with the respective exchanges.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Director also wishes to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the company.

For and on behalf of the Board of Directors

Dated: 29h May, 2015

Place: Kolkata

Pawan Kumar Sethia Sushil Kumar Sancheti

Managing Director Chairman

DIN 00482462 DIN 03281792


Mar 31, 2014

The Members of Balurghat Technologies Limited

The Board of Directors is pleased to present the 20th Annual Report of the company together with the audited financial statement for the year ended on March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2014 are summarized below: (Rs. in hundreds)

Particulars 2013- 2012- 2014 2013

Profit before Depreciation & Amortization Expenses, Finance Costs & 104393 93699 Tax Expenses

Less : Finance Cost 8179 5684

Depreciation 15916 15532

Profit before Tax 80298 72483

Less : Current Tax 15301 13811

Profit for the year 64997 58672

Add: Balance in Profit & Loss Account -1261261 -1327639

Appropriation

Add: Adjustment of Provision Of IT 0 7706

Closing Balance -1196264 -1261261



RESULTS OF OPERATION

Financial Year 2013-2014 was a challenging year. The global economy barely a year after recession, witnessed lower economic growth. Despite these constraints and the challenging environment, the company performed reasonably well and the highlights of the performance are as under:

Revenue from operation increased by 6% to 3760121 hundred for the year as against 3550564 hundred of the previous year.

PBDIT increased by 11.41% to 104393 hundred for the year as against 93699 hundred of the previous year.

Profit before tax increased by 10.78% to 80298 hundred for the year as against 72483 hundred of the previous year.

Net Profit increased by 10.78% to 64997 hundred for the year as against 58672 hundred of the previous year.

DIVIDEND

In view of the accumulated losses during the current year, your Directors are unable to recommend any dividend for the year under reference.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

ii. The Directors have 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 at March 31, 2014 and of the profit of the company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities: and

iv. The Directors have prepared the annual accounts of the Company on a "going concern" basis.

AUDITORS AND AUDITORS'' REPORT

M/s Guha & Sons, Chartered Accountants is the Auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the company did not have any employee who has been in receipt of the remuneration prescribed the above mention section, during whole or any part of the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Having regard to the nature of business undertaken by your company, the aforesaid disclosures are not required. There had been foreign exchange outgo of USD 6442.05 equivalent to Rs. 3,93,316 during the period under review.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under clause 49 of the Listing Agreement of the Stock Exchanges.

The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreements forms part of the Annual Report.

The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

LISTING OF SHARES

The Securities of the Company are listed with BSE and shall continue to be listed thereat only. Pursuant to the SEBI (Delisting of Securities) Regulation 2003, upon confirming the applicable compliances company had made necessary application for voluntary delisting of its shares from Jaipur, Madras and Kolkata stock exchange and the same are pending disposal as on date, with the respective exchanges.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Director also wishes to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the company.

For and on behalf of the Board of Directors

Dated: 30th May, 2014 Place: Kolkata

HANSRAJ SETHIA CHAIRMAN


Mar 31, 2010

The Directors herewith present the 16"1 Annual report of the Company along with the Audited Accounts for the year ended 31st March,10.

1. The summarized financial performance of your Company is presented herein under:(Amount Rs. In Lacs)

Particulars Year Ended Year Ended

31-03-10 31-03-09

Total Earnings 2439.42 2141.77

Total Expenditure 2405.41 2141.25

PBDrT 34.01 512

LESS: Interest &Finance Charges 1.88 3.79

Depreciation 11.07 -12.95 12.12 -15.91

Profit / Loss before Tax 21.05 (-15.39)

Provision for Tax _4.21 (1.12)

Profit / Loss after Tax 16,85 (-16.51)

Accumulated Profit / Loss b/f (1423.21) (1406.30)

Adjustment relating to assets withdrawn

Loss on sale of Investment (56) (.40)

Profit/Loss for appropriation (1406.92) (1423.21)

Profit / Loss c/f (1406.92) (1423.21)

DIVIDEND-

In view of the accumulated losses during the current year, your Directors are unable to recommend any Dividend for the year under reference.

REVIEW OF OPERATIONS AND STRATEGIC PLANNING-

The Rs 4,000 billion Indian logistics industry, growing at an average growth rate of 20% annually, is driven by robust economic growth, rising export and import, government infrastructure investment and logistics outsourcing. The year under review was an exceptional year of turbulences. The depression in the US destroyed investor wealth worth trillions of dollars across the world. The burst claimed high profile banks and insurance companies, resulting into complete financial chaos all over the world.

During the year, your company achieved a turnover of Rs.2439.42 Lacs as against Rs.2141.77 Lacs in the previous year, showing a growth of 13.90 percent. There have been significant profit in compared to last year loss, Company have been able to achieve a profit of Rs 21.05 Lacs before tax during the current Fiscal Year as compared to Loss of Rs.15.39 Lacs previous year.

FUTURE OUTLOOK-

Indias logistics sector is projected to grow from Rs 4,000 billion to Rs 5,000 billion by 2010 to Rs 7,500 billion by 2012 (Source: Assocham), supported by a rapid growth in the manufacturing and service sectors, substantial domestic and international freight growth, consumption proliferating in Tier II and Tier III cities and the governments proposal to invest US$17 billion in the transportation infrastructure by 2011. The entry of global logistics players in India is helping local companies benchmark with global standards.

IMMEDIATE CONCERNS-

The Indian logistics sector is fragmented. Two-thirds of the total trucks are owned and operated by transporters with fleets smaller than five trucks. The result is intense competition, low freight rates and thin profitability. The logistics cost in India is still high compared with developed markets owing to a non-conducive policy environment, extensive industry fragmentation and infrastructure inadequacy.

While it is true that India cannot remain immune to global meltdown and the impact of global financial crisis on India were stronger than expected, it is also showing that it will be the first to recover. The measures taken by our Apex Bank had resulted into comfortable liquidity of rupee. Indian banks are much more conservative than American & European Banks when it comes to lending. Hence, the exact same problems that distributed that distributed global financial institutions, is not expected to effect Indian financial system.

EMPLOYEE RELATIONS-

The Company is left with very few persons, which fits the existing requirement. Your Directors had taken cognizance of manpower and dare in the process of taking appropriate steps as necessary, in the context. The employee relations at the branch level continues to be stable and satisfactory productive at the present juncture.

DIRECTORS RESPONSIBILITY STATEMENT-

Pursuant to the provisions contained in the Section 217(2AA) of the Companies Act, 1956, your Directors state as under:

(i) That in the preparation of the annual accounts the accounting standards had been substantially complied along with proper explanation relating to material departures;

(ii) That your Directors have selected such accounting policies and have applied the same consistently and had 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 at the end of the financial year as well as the profit or loss of the Company pertaining to such period;

(iii) That your Directors have taken proper and sufficient care for the maintenance of accounting records, as also for safe guarding the assets of the Company and for detection of frauds and other irregularities;

(iv) That on account of the adverse circumstances prevailing in the Company your Directors had been compelled to allow certain departures in respect of certain regulatory provisions all of which had been justified with proper explanations as also with regards to the adverse opinions and reservations made by the Auditors, in their report to the members.

(v) Your Directors have prepared the accounts on the going concern basis and considers the same to be appropriate irrespective of opinions to the contrary.

CORPORATE GOVERNANCE-

Your Company has been practicing the principles of good corporate governance. A detailed section on Corporate Governance pursuant to the requirements of Clause 49 of the listing agreement forms part of the Annual Report as Annexure -I and II. A certificate from the Auditors as to compliance of the various provisions of the Clause 49 of the listing agreement is annexed herewith.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION-

Having regard to the nature of business undertaken by your Company, the aforesaid disclosures are not required.

FOREIGN EXCHANGE EARNING AND OUTGO-

There had been no foreign exchange earnings and outgo during the period under review.

PARTICULARS OF EMPLOYEES EARNINGS-

No Statement in terms of Sec.217(2A) of the Companies Act, 1956 is annexed to this report as the Company did not have any employee who has been in receipt of remuneration above Rs.24,00,000/- per annum or Rs.2,00,000/- per month, during whole or any part of the year under review.

AUDITORS-

M/s. Guha & Sons. Chartered Accountants are the Auditors of the Company; retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

LISTING OF SHARES-

The Securities of the Company are listed with Mumbai Stock Exchange and shall continue to be listed thereat only. Pursuant to the SEBI (Delisting of Securities) Regulations 2003, upon confirming the applicable compliances Company had made necessary application for Voluntary Delisting of its shares from Jaipur, Madras and Kolkata and the same are pending disposal as on date, with the respective Exchanges.

ACKNOWLEDGEMENT-

Your Directors take this opportunity to convey their sincere appreciation to the Shareholders for their valuable support and continued confidence in the Company. Your Directors are also deeply grateful to Companys associates, suppliers, Government authorities for their continued support.



For & on Behalf of the Board

Dated: 17th August, 2010

Place: Kolkata Pawan Kumar Sethia

Managing Director

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