Balurghat Technologies Ltd Directors Report

Dear Shareholders,

The Board of Directors is pleased to present the 31^st Annual Report 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 ha s 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 years profits and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

THE COMPANYS WORKING PI RING THE YEAR/STATE OF COMPANYS 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 COMPANYS OPERATIONS IN FI TITIE

There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and companys 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 Companys 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 reappointed as the statutory auditors of the company for a term of 5 years from the conclusion of the 30^th Annual general Meeting till 35^th Annual General Meeting of the company.

AUDITORS REPORT

The observations made in the Auditors 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 AUDITOR

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, reappointed 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 Companys website at www.balurghat.co.in

MANAGEMENTS DISCI SSION AM) ANALYSIS REPORT

Managements 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.

ACDIT 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 arms 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 31^st 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 18^th 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, 10^th 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 Boards functioning. Boards 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 Companys 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 arms 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 Companys website at www.balurghat.co.in

INFORMATION TECHNOLOGY PIT)

The Companys 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 infrastructure 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 preclearance for dealing in the Companys 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 Companys 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 Companys 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 Khandelwal	Pawan Kumar Sethia
Chairperson	Managing Director
DIN:10061631	DIN:00482462
Dated: 26.05.2025
Place: Kolkata