Balaji Amines Ltd

To

The Members,

Your Directors are pleased to present the 37th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025.

(C in lakh)

2. PERFORMANCE HIGHLIGHTS AND THE STATE OF COMPANY'S AFFAIRS

Your company has achieved a total income of C 1,29,637.68 lakh on Standalone Basis and C 1,43,028.76 lakh on Consolidated Basis during the financial year 2024-25 as compared to C 1,35,873.99 lakh on Standalone Basis and C 1,67,115.07 lakh in previous year. The Standalone and Consolidated Profit before Tax (PBT) for the year stood at C 20,896.7 lakh and C 21,321.94 lakh as compared to C 23,161.95 lakh and C 30,155.55 lakh respectively over the previous year. The Standalone and Consolidated Profit after Tax (PAT) stood at C 15,621.27 lakh and C 15,859.14 lakh as compared to C 17,130.42 lakh and C 23,230.30 lakh over the previous year.

Further, the details of operations are given in the Management Discussion and Analysis Report which forms part of this report.

3. DIVIDEND

During the Financial Year, based on the Company's performance, the Board of Directors have declared dividend of C11/- each per equity share at 550% of the face value of C 2/- each, if approved by the Members and would involve a cash outflow of C3,564.11 lakh. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Dividend Distribution Policy and the same is herewith annexed as ‘Annexure I' to this report. The Dividend Distribution Policy is posted on the website of the Company at http://www.balajiamines.com/ pdf/1703159270DividendDistributionPolicy.pdf

4. TRANSFER TO RESERVES

The Company proposes to transfer a sum of C 1,562.13 lakh to the General Reserves. An amount of C 14,059.14 lakh is proposed to be retained in the statement of profit and loss.

5. SUBSIDIARIES

Balaji Speciality Chemicals Limited (BSCL) is the only Subsidiary of the Company. BSCL is engaged in Manufacturing of Ethylenediamine (EDA), Piperazine (Anhydrous), Aminoethylpiperazine (AEP) and Diethylene triamine (DETA) and other Specialty Chemicals. The new Greenfield Project of BSCL is under execution at MIDC, Chincholi, Solapur with an investment of C 750 crore as a Mega Project in a phased manner to manufacture some of the high technology products such as Hydrogen Cyanide, Sodium cyanide, EDTA/EDTA 2na etc.,. BSCL has undertaken a brownfield project at its Unit - I for manufacturing of EDA based products, which have better and higher realisation.

6. CONSOLIDATED FINANCIAL STATEMENTS

As required pursuant to the provisions of Section 129 of the Companies Act, 2013, and the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants of India on the basis of the Audited Financial Statements of the Company and its Subsidiary.

As per the provisions of Section 136 of the Companies Act, 2013, the Company will also place separate audited accounts of its Subsidiaries on its website. The audited financial statements of the subsidiary are available on the website of the Company at https://www.balajiamines.com/investor-relations.php.

The Statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached as ‘Annexure II' to this Annual Report.

7. CREDIT RATING

The Credit Rating of the Company is affirmed during the year as "IND AA/Stable/IND A1+" by India Ratings and Research Private Limited.

8. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the Financial Year 2024-25, no company ceased to be a subsidiary of the company and your company does not have any associates or joint ventures.

9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR

The constitution of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Listing Regulations.

During the financial year 2024-25, the following changes were occurred in the Directors and Key Managerial Personnel:

During the year, Mr. Lakhan S. Dargad resigned from the office of Company Secretary of the Company with effect from 30th December, 2024. Mr. Abhijeet S. Kothadiya has been appointed as a Company Secretary of the Company with effect from 31st December, 2024.

The Company has received declarations of independence from all Independent Directors pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity during their tenure. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year, four meetings of the Board of Directors were held, as more particularly disclosed in the attached Report on Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and details of remuneration paid to them is given separately in the Report on Corporate Governance in terms of Section 134(3) (b) of the Companies Act, 2013.

None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

Details of committees of the Board, their composition, terms of reference and other details are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

As stipulated by the Code of Independent Directors under the Act and the Listing Regulations, one meeting of Independent Directors was held during the year. The Independent Directors reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance by the Directors individually (including Independent Directors) as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The Company familiarizes its Independent Directors pursuant to the requirements of the Listing Regulations with their roles, rights, responsibilities in the Company. The details of the familiarization programme imparted to Independent Directors of the Company during Financial Year 2024-25 are available on the website of the Company at http://www.balajiamines.com/ pdf/1708002869FamiliarisationProgramme.pdf.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in Board Meetings conducted.

Pursuant to Section 134(5) of the Companies Act, 2013, Board of Directors confirm that, to the best of their knowledge and belief and according to the information and explanation available to them that -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies as mentioned in the notes to the financial statements have been selected 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 at the end of the financial year 2024-25 and of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts for the year 2024-25 have been prepared on a going concern basis;

(e) the proper internal financial controls are in place and that the financial controls were adequate and were operating effectively.

(f) the proper systems have been devised to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively mentioned under various heads of the departments which are in turn reporting to the Whole-time Directors.

Your Company has been carrying out continuous Research and Development activities in the following areas:

The Company has initiated various process development activities in the following plants which have bearing on the cost reduction, product quality improvement and modifications required to meet specific requirements of customers for some products.

i. Morpholine

ii. DMAHCL - at Unit -III

iii. Propylene Glycol Pharma grade

iv. Di Methyl Carbonate (DMC) Electronic Grade

A. Methylamines: During the year the new plant at Unit -IV was commissioned on 10th November, 2024.

B. Solar Power plant: First phase of Solar power plant of 8 MW DC (6 MW AC) is commissioned on 2nd April 2025. This will reduce the power bills of all the plants substantially in line with our commitment of Carbon emission reduction under ESG declarations.

1. Solar Rooftop power plant at various units of 2728 kw were installed and started generation of power under the Maharashtra approval.

2. Electronic Grade Di Methyl Carbonate (DMC):

Existing DMC plant is added with new Equipment and the plant is commissioned, trial runs have been taken up and the ELectronic Grade DMC has been produced and accepted by the prospective customers. The Plant was declared commissioned successfully from 28th May, 2025.

3. Di Methyl Ether : The plant is under construction and likely to be commissioned in this Financial Year 2025-26.

4. N-Methyl Morpholine(NMM) : The NMM plant with a capacity of 15 MT/Day is under execution at Unit IV. Most of the equipment is ordered. The civil works are in progress. The plant is likely to be commissioned during the Financial Year 2025-26.

5. Iso Propyl Amine : The company has modified the existing Ethyl Amines plant at Unit-I suitable to manufacture Iso Propyl Amines(MIPA/DIPA). The capacity of the plant will be around 20 to 21 Tons per day. Most of the existing equipment of the Ethyl Amines plant is being used. The plant is likely to be commissioned after receipt of Consent for Operations from MPCB.

6. The company has taken up a project for upgradation of technology and increasing the capacity of existing ACN plant to a capacity of 60 MT/Day at Unit-III MIDC, Chincholi. The detailed engineering and ordering of critical and long delivery equipment are in progress and the plant is expected to be commissioned during the FY 2026-27.

There is no change in the nature of business during the year.

There have been no material changes and commitments, if any affecting the financial position of your Company which have occurred after the closure of the Financial Year 2024-25 till the date of this Report.

The Board has, on the recommendations of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is placed on the website of the Company at the link: http://www.balajiamines.com/pdf/1708061046Nomination, RemunerationandEvaluationPolicy.pdf.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return of the Company as on 31st March, 2025 is available on the Company's website at https://www.balajiamines.com/ investor-relations.php.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ‘Annexure III' to this report.

Details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure. If any Member is interested in obtaining a copy thereof, the Member may write to the Company Secretary in this regard or send an email to cs@balajiamines.com.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising policies and procedures designed and implemented to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources acquired are used optimally.

M/s. M. Anandam & Co., Chartered Accountants (Firm Registration No. 000125S), were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 34th Annual General Meeting of the Company till the conclusion of 39th Annual General Meeting of the Company.

The Independent Auditors report given by M/s. M. Anandam & Co., Chartered Accountants, Statutory Auditors of the Company on Standalone and Consolidated Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. Pandhare & Company, Chartered Accountants as Internal Auditors of the Company for Manufacturing Division and M/s. Aherkar & Co., Chartered Accountants as Internal Auditors of the Company for the Hotel Division of the Company. The Internal Auditors are submitting their reports on a monthly basis to the management.

In accordance with Section 148(3) read with the Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Audit Committee has recommended and the Board of Directors had appointed Mr. Narayan D. Dontul, Practicing Cost Accountants, Solapur, (Firm Registration No. 100224) as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2024-25 on a remuneration of C 75,000/- (Rupees Seventy Five Thousand only) (plus GST and reimbursement of out of pocket expenses). The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a resolution seeking Members' approval for the remuneration payable to Mr. Narayan D. Dontul, Cost Accountants, is included at Item No. 4 of the Notice convening the 37th Annual General Meeting.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of M/s. P. S. Rao & Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 42nd AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. P. S. Rao & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2025 is given in ‘Annexure IV' attached hereto and forms part of this Report.

During the year under review following qualifications given by Secretarial Auditors.

Reply to Qualification of Secretarial Auditors:

The Company was of the view that the Director General of Foreign Trade is not Regulatory body and did not disclose the same. Further after obtaining experts view that DGFT is a Regulatory body have made the necessary disclosure.

The Secretarial Audit Report of Unlisted Material Subsidiary, Balaji Speciality Chemicals Limited issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries is forming part of the Report on Corporate Governance.

As per Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries pursuant to SEBI circular dated February 8, 2019 and is forming part of the Report on Corporate Governance.

The Company has formulated a Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of Protected Disclosure to the Authorized Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company's website at the link: http://www.balajiamines. com/pdf/1701953176WhistleBlowerPolicy.pdf.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure V'.

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

During the year, all Related Party Transactions were placed before the Audit Committee and also to the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature. A statement on Related Party Transactions specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, the disclosures of Related Party Transactions are submitted to the Stock Exchanges on a half-yearly basis. The Policy on Related Party Transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company and the same can be accessed at the link: http://www.balajiamines. com/pdf/1703137523PolicyonRelatedPartyTransactions.pdf.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, in Form AOC-2 and disclosures under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as ‘Annexure VI' to this report.

The Company has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance forming part of the Director's Report. The Risk Management Policy of the Company is posted on the website of the

Company and the web link: http://www.balajiamines.com/ pdf/1702972928RiskManagementPolicy.pdf.

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013, and rules made thereunder has constituted Corporate Social Responsibility (CSR) Committee. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance forming part of the Director's Report. The CSR policy has been placed on the Website of the Company and can be accessed through the link: http://www.balajiamines.com/ pdf/1708062412CorporateSocialReponsibilityPolicy.pdf and a brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the year as per Annexure prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as ‘Annexure VII' to this Report.

Your Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance Sheet.

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

Pursuant to Regulation 34(2) read with the Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for the financial year is shown in a separate section forming part of the Annual Report.

During the year under review, the Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, the Company has not made any one-time settlement while taking any loans from the Banks or Financial Institutions.

During the year under review, your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting on Board of Directors (SS-1), General Meetings (SS-2) and Dividend (SS-3).

The Company is yet to implement the ESOP Scheme.

The Company forms part of the top 1000 listed entities on BSE and NSE as on 31st March, 2025. Accordingly, pursuant to Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) for the financial year ended 31st March, 2025 is provided in a separate section which forms part of the Annual Report.

Your Company practices a culture that is built on core values and ethical good governance practices and is committed to transparency in all its operations and activities. A Report on Corporate Governance along with a Certificate from M/s. P. S. Rao & Associates, Practising Company Secretaries regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Your Company considers its Human Resource as the major strength to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision being accomplished. Your Company appreciates the contribution of its dedicated employees.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is placed on the Company's Website at http://www.balajiamines.com/ pdf/1645091304Anti%20Sexual%20Harassment%20Policy.pdf.

The following is a summary of sexual harassment complaints received and disposed of during the year:

The Equity Shares of the Company are listed on NSE Limited and BSE Limited. The annual listing fees for the year 2025-26 have been paid to these exchanges.

Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all the stakeholders for their cooperation and confidence reposed in the Company.