Balurghat Technologies Ltd. — Proxy Solicitation & Information Statement 2024

Apr 17, 2024

17 April 2024

To,

Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai — 400001 Script Code: 520127

Dear Sir/Madam,

Subject: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Postal Ballot Notice

Please find enclosed the Postal Ballot Notice dated 17 April 2024 which is being sent to the Members for seeking approval on following items of special business:

Appointment of M/s. Sambhu N. De. & Cm,ChmuedAcowmmlsasSmmmyAudimrsandwfix their remuneration.

hwemdmmwi&dmhsimlflihthimyowaAfllhs(MCA),fimmmmflw postal ballot notice has been sent/issued only through electronic mode to those shareholders today, whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., MCS Sha:eTmnsqugunLtd,/Dcposimry(hs)lDeposhnrmeficimeandwhosenmmappmrinthe Register of Members as on cut-off date, i.e., Friday, 12* April 2024. The Company has also made arrangements for those shareholders who have not yet registered their email address to get the same registered byfolluwingfllepuwthnpm'ihed in the notice.

As per the provisions of the MCA circulars, shareholders can vote only through the remote e-voting process. The notice containing e-voting instructions and other necessary details has been hosted on the website of the Company i.e. www.balurghat.co.in

Thanking you,

Yours Faithfully, for Balurghat Technologies Limited

SETHIA

Digitally signed by ARUN KUMAR SETHIA Date: 2024.04.17 13:36:51 +05'30'

Arun Kumar Sethia 'Whole Time Director DIN: 00001027

BALURGHAT TECHNOLOGIES LIMITED (Formerly...... Balurghat Transport Co. Ltd.) 170/2C, Acharya Jagdish Chandra Bose Road, Kolkata - 700 014 Phone : 033 4003 6404, E-mail : kolkata@balurghat.co.in, Website: www.balurghat.co.in CIN: L60210WB1993PLC059296 ARUN KUMAR

BALURGHAT TECHNOLOGIES LIMITED

CIN: L60210WB1993PLC059296 Registered office: 170/2C, A.J.C. Bose Road, Kolkata-700014 Phone: (033) 40036404 Email: kolkata@balurghat.co.in 'Website: www.balurghat.co.in

POSTAL BALLOT NOTICE

NOTICE is hereby given that pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 (the"Act") read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules™), Secretarial Standard-2 on General Meetings (the "SS-27), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations™) including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the "MCA™), Government of India, for holding general meetings vide General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020 and 10/2021 dated 23 June 2021 (the "MCA Circulars™) and any other applicable laws and regulations, the following items of special business are proposed to be passed by the Members of Balurghat Technologies Ltd. (the "Company™) through Postal Ballot.

Item No. 1

Appointment of M/s Sambhu N. De. & Co., Chartered Accountants as Statutory Auditors and to fix their remuneration

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act™), and the relevant rules thereunder, M/s. Sambhu N. De. & Co., Chartered Accountants, (Firm Registration No. 307055E), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Act and applicable rules, be and is hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of postal ballot (i.e. the last date for voting) till conclusion of the 30th Annual General Meeting of the Company to conduct audit of accounts of the Company for the financial year ending 31 March 2024, at a remuneration mentioned in the statement annexed herewith pursuant to Section 102 of the Act."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (which expression shall include any Committee thereof, whether constituted or to be constituted) be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arisein regard to implementation of the aforesaid resolution including but not limited to determination of roles and responsibilities/scope of work of the Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing, the terms of appointment, any increase in remuneration including any contracts or documents in this regard, without being required to seek any further consent or approval of the members of the Company."

Place: Kolkata

Date: 17% April 2024 for and on Behalf of the Board of Directors Balurghat Technologies Limited Sd./- Pawan Kumar Sethia Managing Director DIN: 00482462

NOTES:

• 1. Statement pertaining to the said resolutions setting out the material facts, as required under section 102(1) of the Act, for the above item(s) of business is annexed to this Notice.
• 1. In terms of the General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020 and 10/2021 dated 23 June 2021(the "MCA Circulars™), this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Friday, 12 April 2024. The Notice will also be uploaded on the website of the Company www.balurghat.co.in, of the Registrar and Transfer Agent ie. MCS Share Transfer Agent Ltd (MCS) at http:/www.mcsregistrars.com and on the websites of BSE Limited (www.bseindia.com). All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.
• 1. Inaccordance with the MCA Circulars, the relevant documents referred to in this Postal Ballot notice will be made accessiblefor inspection through electronic mode. The documents will remain available from the date of dispatch of this notice upto the last day of voting on the website of the Company www.balurghat.co.in. The Company hereby requests all its members to register their email addresses, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.
• 1. For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are requested to get their email addresses registered with MCS, on a temporary basis, by following the procedure mentioned below:
• a) Visit the link http:/Avww.mcsregistrars.com/clientservices/postalballot/
• b) Select the company name, i.e., Balurghat Technologies Limited.
• c) Select the Holding type from the drop down i.e. NSDL/CDSL/Physical
• d) Enter DP ID Client ID (in case shares are held in electronic form)/Physical Folio No. (in case shares are held inphysical form) and PAN.
• e) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.
• f) In case of shares held in physical form where PAN details are not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.
• g) Enter the email address and mobile number.
• h) System will validate DP ID Client ID/Folio No. and PAN or Share certificate No., as the case may be, and send OTP
• at the registered Mobile number as well as email address for validation.
• i) Enter the OTPs received through SMS and email to complete the validation process. OTP will be valid for 5 minutes only.
• j) The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the member.
• k) Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email address with their DPs permanently, so that all communications are received by them in electronic form.
• 1) In case of queries, members are requested to write to helpdesk.evoting@cdslindia.com.

• 1. In compliance with the provisions of sections 110 and 108 of the Act, read with the Management Rules, as amended, SS-2 and Regulation 44 of the SEBI Listing Regulation, as amended, the Company is providing facility to the Members to exercise votes through electronic voting system ("e-voting") on the e-voting platform provided by MCS to enable them to cast their votes electronically instead of dispatching the Postal Ballot form.
• 1. The Board of Directors at their meeting held on 17 April 2024 has appointed Mr. Udit Agarwal, Advocate, (Enrolment No. F/2135/2011) as the 'Scrutiniser' to scrutinise the Postal Ballot process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.
• 1. The e-voting shall commence on Monday, 22 April 2024, at 9.00 a.m. (IST) and end on Tuesday 21% May 2024, at 5.00 p.m. (IST). The e-voting module shall be disabled by CDSL for voting thereafter. During this period, the members of the Company holding shares as on the cut-off date, ie., Friday, 12 April 2024, may cast their votes by electronic means in the manner given below. Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.
• 1. The Scrutiniser shall, after conclusion of the voting period, prepare report of the votes cast in favour or against, if any, and submit the same to the Chairman or Managing Director of the Company. Results of the voting will be declared by placing the same along with the Scrutiniser's report on the Company's website viz.,www.balurghat.co.in and will also be communicated to the stock exchanges on or before Thursday 23'¢ May 2024, and the outcome will be made available at the registered office as well as at the corporate office of the Company. Subject to receipt of requisite number of votes, the resolution(s) mentioned in the Notice shall be deemed to be passed on Tuesday, 21 May 2024 i.e. last day of the voting period.
• 1. A member cannot exercise his vote by proxy on Postal Ballot.
• 1. The details of the process and manner for remote e-voting are explained herein below:

L Login method for remote e-voting for Individual shareholders holding securities in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December 2020 on "evoting facility provided by Listed Companies", e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts / website of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.

Shareholders are advised to update their mobile numbers and e-mail IDs with their DPs in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

	If the user is not registered for IDeAS e-Services, option to 2) https:/eservices.nsdl.com. available register Select at is IDeAS "Register Online "Portal click for or at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by 3) URL: https://www.evoting.nsdl.com/ following typing the either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login™ which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e., your NSDL), number demat account sixteen-digit hold with Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders	You can also login using the login credentials of your demat account in through your Depository Participant registered with NSDL/CDSL for
(holding securities
demat mode)	login e-Voting facility. After Successful login, you will be able to see e
through	their Voting Once you e-Voting you will option. option, click on be
Depository Participants redirected	NSDL/CDSL Depository successful after site to
(DP)	wherein e-Voting authentication, you Click can feature. see on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Tmportant note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e., CDSL and NSDL:

Login type	Helpdesk details
Individual ~Shareholders Demat mode securities in CDSL	holding Members facing any technical issue in login can contact with CDSL sending helpdesk request by a at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 5533
Individual ~Shareholders Demat mode securities in NSDL	holding Members facing any technical issue in login can contact with NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(i) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

The shareholders should log on to the e-voting website www.evotingindia.com.

1) Click on "Shareholders" module.

• ²Now enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 3 Next enter the Image Verification as displayed and Click on Login.
• ⁴If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• 5 If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) PAN who Shareholders updated have with not their the e Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend OR Details (DOB of Birth ( )	Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as Date recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, e please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (i) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) ~ Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (V) Click on the EVSN for Balurghat Technologies Limited.

On the voting page, you will see "RESOLUTION DESCRIPTION™ and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option No implies that you dissent to the Resolution.

• (vi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (vii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK™, else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (viii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (ix) You can also take a print of the votes cast by clicking on "Click here to print™ option on the Voting page.
• (x) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
• (xii) Additional Facility for Non — Individual Shareholders and Custodians —For Remote Voting only.
• Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to Company/RTA email id.
• . For Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP)

For Individual Demat shareholders — Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk.evoting@cdslindia.com or call on 1800 22 55 33.

STATEMENT PURSUANT TO SECTION 102(1) OF THE ACT AND REGULATION 36(3) OF THE SEBI LISTING REGULATIONS:

Appointment of Statutory Auditors and payment of remuneration to them for the financial year ending 31 March 2024

the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on 3rd February 2024, appointed M/s. Sambhu N. De. & Co., Chartered Accountants as Statutory Auditors to conduct audit of the financial statements of the Company subject to approval of the shareholders, as under:

Pursuant to the provisions of Section 139(8) of the Act, the Statutory Auditors proposed to be appointed for a period of five consecutive financial years ending 31 March 2028. Pursuant to Section 139(8) of the Companies Act, 2013, M/s Sambhu N. De. & Co., Statutory Auditors of the Company, shall hold office commencing from the conclusion of postal ballot (i.e. the last date for voting) upto the conclusion of the 30th Annual General Meeting to be held in the year 2024. At the 30th Annual General Meeting to be held in the year 2024, M/s. Sambhu N. De. & Co. would be further appointed for a period to hold office from the conclusion of the 30th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2028 in compliance with the Guidelines.

The Statutory Auditors have confirmed that their appointment, if made, will be within the limit specified under Section 144 of the Act. They have also confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and the Circular.

Proposed audit fee payable to auditors	The fees proposed to be paid to M/s. Sambhu N.
	De. & Co. towards statutory audit and limited
	review excluding (including certifications but
	applicable taxes and reimbursements) shall be *
	1(one) lakh per financial year
Terms of appointment	The term of appointment of Sambhu N. De. &
	shall be for a period of five consecutive Co.
	March 2024 till 31 financial years ending 31
	March 2028. Pursuant to Section 139(8) of the
	Companies Act, 2013, Sambhu N. De. & Co.,
	Statutory Auditors of the Company, shall hold
	office commencing from the conclusion of postal
	voting) ballot upto the the date for last (i.e.
	conclusion of the 30th Annual General Meeting
	to be held in the year 2024. At the 30th Annual
	General Meeting to be held in the year 2024, M/s.
	Sambhu N. De. & Co. would be further appointed
	for a period to hold office from the conclusion of
	Annual Meeting General 30th the the till
	conclusion of the 34th Annual General Meeting
	of the Company to be held in the year 2028.
	Basis of recommendation and auditor credentials The Audit Committee and the Board, based on
	credentials firm credentials and the of the
	Company partners, and asset the size of
	under prescribed eligibility the ~criteria
	LODR Companies 2013 2015 and Act,

Pursuant to Regulation 36 of SEBI Listing Regulations, the following details are mentioned below for the information of Members:

recommends the appointment of Sambhu N. De.
& Co. as Statutory Auditors of the Company.
Profile
Sambhu Chartered M/s. & De. N. Co.,
Accountants (ICAI Firm Registration No.
307055E) Established in 1950, Sambhu N. De. &
Co. is an Indian partnership firm registered with
the Institute of Chartered Accountants of India
(ICAI) having its office at Emerald House, 3"
floor, 1B, Old Post office, Kolkata-700001.
The Firm assurance primarily provides audit and
services, tax and advisory services, to its clients.
Assurance Audit experience The Firm's and
practice across markets.

None of the directors, key managerial personnel of the Company or their relatives are, directly or indirectly, concerned or interested, financially or otherwise in this resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board commends the ordinary resolution set forth in Item of the notice for approval of the

Place: Kolkata

Date: 17% April 2024 for and on Behalf of the Board of Directors Balurghat Technologies Limited Sd./- Pawan Kumar Sethia Managing Director DIN: 00482462