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:
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(Rs. in hundreds, except EPS)
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Particulars
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FY 2025-26
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FY 2024-25
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Revenue from Operations
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1,20,08,081
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87,00,582
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Other Income
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39,219
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38,760
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Total Revenue
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1,20,47,300
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87,39,343
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Total Expenses
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1,19,71,334
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84,41,920
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Profit Before Tax
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75,966
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2,97,423
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Less: Current Tax
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22,677
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86,336
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Less: Deferred Tax
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1,562
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261
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Profit After Tax
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54,851
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2,10,826
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Other Comprehensive Income/(Loss)
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7,499
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4,361
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Total Comprehensive Income
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62,350
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2,15,187
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Basic and Diluted Earnings Per Share (Rs.)
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0.36
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1.24
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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
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Sl. No.
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Name
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Designation/Category
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DIN
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1
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Mr. Pawan Kumar Sethia
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Managing Director
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00482462
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2
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Mr. Arun Kumar Sethia
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Whole-time Director
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00001027
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3
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Mr. Ravikant Sethia
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Whole-time Director
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02769848
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4
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Mr. Rajendra Dugar
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Non-Executive, Non-Independent Director
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08187495
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5
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Mr. Manik Chand Tater
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Non-Executive Independent Director
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01096517
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6
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Mrs. Geetika Khandelwal
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Non-Executive Independent Director
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10061631
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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.
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Particulars
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Amount in Hundred
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Foreign Exchange Earnings
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Nil
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Foreign Exchange Outgo
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66,107
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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.
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Particulars
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Number
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|
Complaints received during the financial year
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Nil
|
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Complaints disposed of during the financial year
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Nil
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Cases pending for more than 90 days
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Nil
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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.
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