Balasore Alloys Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 38 th Annual Report and the Companys audited accounts for the financial year ended 31st March 2026.

FINANCIAL PERFORMANCE

The Companys financial performance for the year ended 31st March 2026 is summarized below:

Particulars		Financial Year Ended
	Standalone		Consolidated
	31-03-2026	31-03-2025	31-03-2026	31-03-2025
Total Income	1,20,716.86	1,01,000.43	1,20,716.86	1,01,000.43
Profit/(Loss) Before	4,362.58	13,724.03	4,345.27	13,707.58
Interest, Depreciation & Tax
(PBIDT)
Finance Charges	983.84	1,489.70	983.84	1,489.70
Depreciation	3,170.34	2,595.05	3,170.34	2,595.05
Exceptional Items	(1,182.91)	0.00	(1,182.91)	0.00
Provision for Income Tax	1,944.34	4,231.86	1,944.34	4,231.86
(Including for earlier
years)
Net Profit (Loss) After	(2,918.85)	5,407.43	(2,936.16)	5,390.97
Tax (PAT)
Other Comprehensive Income	2.62	131.36	378.18	131.36
Total Comprehensive	(2,916.23)	5,538.79	(2,557.97)	5,522.33
Income/loss for the Year
Retained Earnings	36,337.34	30,929.91	39,898.24	34,507.27
brought forward from
Previous Years
Retained Earnings Carried to	33,418.49	36,337.34	36,962.08	39,898.24
Balance Sheet

strengthened its Business Excellence journey through the implementation of globally recognized management practices, including Total Productive Maintenance (TPM), Lean Manufacturing, Six Sigma, and the Malcolm Baldrige Performance Excellence Framework.

As part of its commitment to creating a world-class manufacturing and management system, the Company has initiated the deployment of the Toyota Production System (TPS) across the organization. TPS is not merely a manufacturing methodology, but a comprehensive management philosophy focused on maximizing customer value while systematically eliminating waste. It integrates quality, cost, delivery, productivity, safety, employee engagement, and continuous improvement into a unified framework for organizational excellence.

To ensure a structured and integrated approach, the Company has developed a 17-Pillar TPS Framework, combining the strengths of TPM, Lean, Six Sigma, and other best management practices. The framework encompasses all functional areas of the organization and is built around the following seventeen pillars:

1. Safety

2. Just-in-Time (JIT)

3. Jidoka (Built-in Quality/ Autonomation)

4. Kaizen (Continuous Improvement)

5. A3 Problem Solving

6. 5S Workplace Organization

7. Visual Management

8. Gemba (Go and See)

9. Respect for People

10. Human Resource Management 11. Total Productive Maintenance (TPM) 12. Hoshin Kanri (Policy Deployment) 13. Standardized WorkKanban System 14. Andon System

15. Poka-Yoke (Mistake Proofing)

16. Digital & IT Transformation and Customer Relationship Management (CRM)

The TPS framework serves as a strategic enabler for enhancing long-term competitiveness and ensuring business sustainability through disciplined strategy execution aligned with the Companys Vision, Mission, and Core Values. The framework provides a results-oriented management system that integrates operational performance, employee involvement, customer focus, and continuous learning through structured action, review, feedback, and improvement cycles. During the year, the Company continued to drive Business Excellence initiatives through a combination of classroom training programs, virtual learning sessions, workshops, and on-site facilitation by pillar leaders and core team members. These efforts were directed towards embedding TPS principles and Business Excellence practices into day-to-day operations and fostering a culture of continuous improvement across all levels of the organization.

Recognizing that sustainable transformation requires active participation at every level, the Company has focused on strengthening departmental ownership, cross-functional collaboration, and employee engagement to accelerate the adoption of a Business Excellence culture throughout the organization. The Company has also successfully implemented and sustained an Integrated Management System {IMS) encompassing ISO 9001 (Quality Management System), ISO 14001 (Environmental Management System), ISO 45001 (Occupational Health & Safety Management System), and ISO 50001 (Energy Management System). The integration of these management systems has enhanced process effectiveness, operational consistency, regulatory compliance, and overall business performance across the value chain.

As part of its continuous improvement journey, the Company has developed comprehensive process maps across key functions and undertaken focused initiatives to eliminate Non-Value-Added (NVA) activities, enhance Value-Added (VA) activities, and optimize Essential Non-Value-Added (ENVA) activities. These initiatives have contributed to improved productivity, reduced process inefficiencies, enhanced customer satisfaction, and strengthened the Companys competitive position in the marketplace.

The Company remains committed to advancing its Business Excellence journey and creating a culture of operational discipline, innovation, continuous improvement, and sustainable value creation for all stakeholders.

INDUSTRY OUTLOOK

The global ferrochrome industry continues to witness steady growth driven by rising stainless steel demand in infrastructure, automotive, and renewable energy sectors. In 2024, the market stood at USD 19.7 billion and is expected to touch USD 31.1 billion by 2032. Asia-Pacific dominates this market with a 70%+ share.

BUSINESS STRATEGY

The companys growth vision centers around capacity expansion, smart technology adoption, global market penetration, and a stronger HR framework. Plans for a new 100,000 TPA SAF unit and expanded Sukinda mine operations are under strategic review. A phased CAPEX roadmap with R&D-led alloy innovation is being structured.

Balasore Alloys Limited upholds high standards of corporate governance in alignment with the applicable norms of SEBI and the Ministry of Corporate Affairs. The Board of Directors comprises a balanced mix of Executive and Independent Directors, who together provide oversight of the Companys strategy, risk management, compliance and stakeholder engagement.

The Companys governance practices include periodic review of statutory and internal audit findings by the Audit Committee, a Whistle Blower Policy and Vigil Mechanism providing for confidential grievance redressal, rotation of statutory and internal auditors in accordance with statute, and annual performance evaluation of the Board, its committees and individual Directors. As part of its continuing efforts to strengthen governance, the Company is also evaluating measures such as the introduction of ESG-linked performance indicators for senior management, technology-enabled compliance monitoring, enhanced governance reporting to the Board, and the maintenance of a complete digital record of Board decisions and policy changes.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or 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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on the date of this report, the subsidiary companies are Milton Holding Limited, Balasore Metals Pte. Limited and Balasore Alloys Nigeria Limited. Balasore Energy Limited is the only associate company. Further, the company does not have any joint venture. A report on the performance and financial position of each of the Subsidiaries and Associate Company is included in form AOC -1 which forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129 (3) of the Companies Act, 2013, read with Regulation 34 of SEBI (LODR), Regulations, 2015 the Company has prepared a Consolidated Financial Statement of the Company and all its subsidiaries and associate companies, which is forming part of this Annual Report.

The Statement in Form AOC-1 containing the salient features of the financial statement of the Companys subsidiaries and associates pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act 2013 forms part of this Report as Annexure-1. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at www.balasorealloys.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees provided or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed under Section 186 of the Companies Act, 2013 read with applicable rules made there under. During the year under review there is no loan given, the details of investment made, and the Guarantees provided under the provisions of Section 186 of the Companies Act, 2013 are given in the note of accounts of the Financial Statements of the Company for the year ended on 31st March 2026.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31 st March 2026 your Companys transactions with all the Related Parties as defined under the Companies Act, 2013 read with rules framed there under were in the ordinary course of business and at arms length basis. Your Company does not have a material unlisted subsidiary as stipulated under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year under review, your Company has undergone a Related Party Transaction requiring ratification/approval of the Shareholders.

All Related Party Transactions (RPT) are placed before the Audit Committee for its ratification/approval. Since there was a materially significant RPT during the year under review disclosure in Form AOC-2 is applicable and is annexed to this Report as Annexure - 2. Further, necessary disclosures required under the Indian Accounting Standard (Ind AS- 24) have been made in the Notes forming part of Financial Statements of this Annual Report.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public as stipulated under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS & AUDITORS REPORT

Pursuant to provision of Sections 139 and 142 and other applicable provisions, if any, of the Act and Rules made there under and pursuant to the recommendations of the Audit Committee and Board of Directors/s. B. Nath & Co., Chartered Accountants (Firm Registration No.307057E), Statutory Auditors of the Company was appointed by the members at the 37th Annual General Meeting held

on 13 th January 2026 for second term of five years, to hold office from the conclusion of 37th AGM until the conclusion of the 42nd AGM of the Company on such remunerations as shall be fixed by the Board of Directors from time to time in consultation with the Auditors. . The Auditors Report to the shareholders for the year under review as appended with the Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost record and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on 09th December, 2025 has approved the appointment of M/s. Shome & Banerjee (Firm Registration Number 000001) as the Cost Auditors of the Company for the Financial Year 2025-26 to conduct audit of the Cost Records, maintained by the Company as required under the Companies

Act, 2013.A resolution seeking approval for the remuneration payable to the Cost Auditors form part of the Notice convening the ensuing Annual General Meeting of the Company. The Cost Audit Report for the Financial Year ended on 31st March 2025 was filed with Central Government in specified forms within the due date by the Cost Auditors of the Company. The Report of the Cost Auditors for the financial Year ended on 31st March 2026 will be filed with the MCA immediately after approval by the Board.

INTERNAL AUDITORS

In accordance with Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors ratified the appointment of M/s Das & Prasad, Chartered Accountants (Firm Registration Number 303054E), as the Internal Auditor for FY 2025-26 in its meeting held on 29thApril 2025 pursuant to the recommendation of the Audit Committee.

SECRETARIAL AUDIT

In accordance with Section 204 of the Companies Act, 2013 read with the applicable rules made thereunder, the Board of Directors appointed M/s A. Murarka & Co, Company Secretaries (FRN: S1992WB10700), to conduct Secretarial Audit for five consecutive financial years from 2025-26 to 2029-30 as recommended by the Audit Committee. The Secretarial Auditors Report for the financial year ended on 31st March 2026 is attached as Annexure-3. The salient qualification with management explanation are as follows:

i. Out of the entire shareholding of the promoters, 2330 equity shares (0.003% of the total share capital of the Company) are not held in dematerialized form as required under Regulation 31(2) of Listing Regulations, 2015.

The Company has been following up with the concerned promoter to complete the dematerialisation of these shares at the earliest and will ensure 100% compliance with Regulation 31(2} of the SEB/ (LODR} Regulations, 2015 going forward.

ii. The Company has not opened suspense escrow account as required under SEBI circular

SEBI/HO/ MISRSD/PoD-1/OW/P/2022/64923 dated 30.12.2022;

The designated escrow account as mandated under the SEBI circular dated 30th December, 2022 is under process to be opened and is expected to be operationalised shortly, post which all eligible amounts will be transferred into it in accordance with the prescribed framework.

iii. The Company has received notice from Bombay Stock Exchange (BSE) for delisting of its shares with effect from 25 th January 2024 pursuant to order of the Delisting Committee of the Exchange in terms of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 vide its letter no. LIST/COMP/MR/3182/2023-24 but the Company has filed an appeal with Securities Appellate Tribunal and the same has not yet been adjudicated;

The Company has contested the compulsory delisting order of BSE by way of a statutory appeal before the Securities Appellate Tribunal, which is pending adjudication. Pending the outcome of the appeal, the Companys equity shares continue to be listed on BSE, and the Company is complying with all applicable disclosure requirements. iv. The Company has taken an amount aggregating to USD 64.58 million equivalent to Rs.

52,831.41 lacs on various dates starting from 23 rd September 2022 as a consideration towards subscription of Compulsory Convertible Debentures being in the nature of Foreign Direct Investment which was subsequently agreed to classify as external commercial borrowings and loan facility agreements dated 30 th June, 2023 and amended 22 nd July, 2023 and 25 th July 2023 were executed but the Company obtained the approval of same from Reserve Bank of India on 4 th December 2025. The Company has filed an Application with State Bank of India for issue of Post Facto Loan Registration Number on 12 th June 2026

Given the nature of the reclassification, regulatory approval was required from RBI, which was obtained on 4th December 2025. The Company has since applied to its Authorised Dealer Bank (State Bank of India) for a Post-Facto Loan Registration Number and is pursuing the matter on priority.

v. Mrs. Nisha Jain was appointed as an Additional Director in the category of Independent

Women Director for 5 (Five) years w.e.f. the date of resolution passed by the Board of Directors at their meeting held on 9 th December, 2025 but while filing the Form No. DIR-12 filed on 26 th December, 2025, she had been shown as Director in place of Additional Director and after the Annual General Meeting held on 13 th January, 2026, a Form No. DIR-12 was filed on 17 th January, 2026 with respect to change of designation in which her category was changed from Independent to Professional which is in contrary to the Board Resolution dated 9 th December, 2025;

The discrepancy in Form DIR-12 filings in respect of Mrs. Nisha Jains category was an inadvertent error at the time of data entry/filing and does not reflect any change in her actual appointment. The Company is in the process of filing the necessary rectification with the Registrar of Companies to correct her category on record to Independent Director, consistent with the Board Resolution.

vi. The Company has taken approval of shareholders in Annual General Meeting dated 13 th Jaunary,2026 for the appointment of Mr. Arun Kumar Jain (DIN: 11049481) as Managing Director of the Company w.e.f. 29 th April 2025 which is in contravention of the provisions of Section 17(1C) of Listing Regulations

The delay in obtaining shareholder approval for the appointment of Mr. Arun Kumar Jain as Managing Director was on account of the disruption in the Companys normal governance and compliance timelines caused by the Corporate Insolvency Resolution Process initiated against the Company (admitted 12th June, 2025 and withdrawn 27th November, 2025}, during which the convening of a general meeting was not feasible.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I) DIRECTORS:

(a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (7) OF SECTION 149 OF THE COMPANIES ACT, 2013 AND REGULATION 16 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 confirming that they meet with the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiar with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Companys manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Directors about their legal and regulatory responsibilities as a director. The induction for Independent Directors includes interactive sessions with Committee Members, Business and Functional Heads, a visit to the manufacturing site, etc. On matters of a specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members. The details of Familiarization Programme imparted by the Company to its Independent directors is displayed at its website i.e. www.balasorealloys.com

(c) WOMAN DIRECTOR

As per the provisions of Section 149 (1) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is required to have at least one-Woman Director on its Board. Mrs. Shweta Jain was appointed as Independent Director on the Board of the Company w.e.f. 15 th February 2023. Due to personal reasons, she resigned from the position of independent director with effect from 29 th April 2025. The company has appointed Mrs. Nisha Jain as independent director on the Board of the Company with effect from 09 th December 2025.

(d) APPOINTMENT OF DIRECTORS

Mr. Arun Kumar Jain was inducted as additional director on the Board of Directors of the Company and designated as Managing Director effective 29th April 2025, subject to the shareholders approval which was taken at their 37 th AGM held on 13 th January 2026.

Mr. Vijay Kumar Singh was inducted as additional director on the Board of Directors of the Company and designated as Executive Director effective 11th August 2026, subject to the shareholders approval at the ensuing 38 th Annual General Meeting of the shareholders of the company.

(e) RESIGNATION OF DIRECTORS

Mr. Debasish Ganguly resigned as director on the Board of Directors of the Company and from the services as Managing Director with effect from 29 th April 2025 due to personal reasons. Mrs. Shweta Jain resigned as an Independent (Non - Executive) director on the Board with effect from 29 th April 2025 due to personal reasons. Mr. Para mesh Bhattacharya resigned as an Independent (Non - Executive) director on the Board with effect from 10 th August 2026 due to personal reasons.

The Board placed on record its sincere appreciation for the valuable guidance and contribution made by outgoing Directors in the deliberation of the Board during their tenure as Directors on the Board of the Company.

(f) RETIREMENT BY ROTATION

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Arun Kumar Jain, Managing Director retires by rotation, and being eligible, offers himself for reappointment. In view of his considerable experience and contribution to the Company, your directors recommend his re-appointment. Resume and other information in respect of the Directors seeking appointment/ re-appointment as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings duly issued by The Institute of Company Secretaries of India has been given in the Notice convening the ensuring Annual General Meeting. The Board of Directors recommends the above appointment(s)/re-appointment(s).

(II) KEY MANAGERIAL PERSONNEL

As on the date of this report Mr. Arun Kumar Jain, Managing Director, Mr. Chikali Nagaraju, Executive Director, Mr. Shiv Kumar Dabriwala, Chief Financial Officer and Mr. Pankaj Agarwal, Company Secretary of the Company are the Key Managerial Personnel of the Company, pursuant to Section 203 (2) of the Companies Act, 2013.

MEETINGS:

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended on 31st March 2026, four (4) meetings of the Board of Directors of the Company were held. The details of the meetings and the number of meetings attended by each director of the Company are separately given in the Corporate Governance Report. The intervening gap between the two Board Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

MEETINGS OF INDEPENDENT DIRECTORS

Section149, Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, mandates the independent directors (ID) of a company to hold at least one separate meeting in a financial year themselves. In this meeting, the Independent Directors evaluates the performance of Board and its Committee as a Whole Time Directors, Non-Executive Directors and also assess the quality, quantity and the timeliness of flow of information between the Management and the Board. It is usual practice to hold such separate meetings towards the end of the financial year. A separate

Independent Directors meeting was convened during the period under review on 28 th March 2026.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as Annexure-4.

The particulars of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactments for the time being in force) in respect of the Top 10 Employees (in terms of remuneration drawn) including Employees employed throughout the financial year under review and in receipt of remuneration aggregating not less than Rs. 1,02,00,000 per annum as given in Annexure-5 hereto and forms part of this Report.

There was no employee who was employed for part of the financial year, requiring such disclosure. There was also no employee receiving remuneration during the year is in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March 2026 the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

(iii) the directors had 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 of the Company on a going concern

basis;

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(vi) 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.

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements as set out in Regulation 17 of the SEBI (LODR) Regulations, 2015. The Report on corporate governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report. The Certificate received from M/s. B. Nath & Co, Chartered Accountants, Statutory Auditor of the Company confirming compliance with the conditions of corporate governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, is attached to the Report on corporate governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

CEO/CFO CERTIFICATION

Pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015 pertaining to the corporate governance norms, Mr. Arun Kumar Jain, Managing Director of the Company and Mr. Shiv Kumar Dabriwala, Chief Financial Officer (CFO) of the Company have certified inter-alia, about review of financial statements and establishing & maintaining internal control to the financial reporting for the year ended on 31st March 2026. The said certificate forms an integral part of the Annual Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of requirements of Section 149, Schedule IV of the Companies Act, 2013 and regulation 25 of SEBI (LODR) Regulations, 2015, the Board has to carry out an annual performance evaluation of its own performance and that of its Committees and individual Directors. During the FY 2025-26, Board at its meeting held on 28th March 2026 evaluated the performance of all directors on the Board of Directors of the Company. The evaluation was carried out based on the evaluation framework covering various aspects such as the composition and effectiveness of the Board and its Committees, governance practices, strategic oversight, participation in meetings, independence of judgment, contribution to decision-making, and fulfilment of fiduciary responsibilities.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

COMMITTEES OF BOARD

AUDIT COMMITTEE

The composition, terms of reference, details of the meeting held during the year and the number of meetings attended by each member of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference, details of the meeting held during the year under review and the number of meetings attended by each member of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition, terms of reference, details of the meeting held during the year under review and the number of meetings attended by each member of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The company engages deeply with surrounding communities through healthcare camps, womens empowerment initiatives, school infrastructure support, and environmental awareness programs. To maximise CSR impact, the company is advised to establish a measurable outcomes framework and partner with NGOs for scalability.

POLICIES AND CODES

REMUNERATION POLICY

Your company has formulated a remuneration policy for the Board Members, Key Managerial Personnel (KMPs) and Senior Management Personnel, (SMPs) in terms of the provisions of section 178 of the Companies Act, 2013 read with the relevant rules there under and the SEBI (LODR) Regulations, 2015. The said policy may be referred to, at the Companys website at the web link: https://www.balasorealloys.com/Corporate-Codes-Policies

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 with effect from 14th February 2018. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company were denied access to the Audit Committee. The said policy was revised with effect from 13th August 2024 and may be referred to at the Companys website at the web link: https://www.balasorealloys.com/Corporate-Codes-Policies

RISK MANAGEMENT POLICY

In order to fulfil the objectives of Risk Management Policy and lay a strong foundation for the development of an integrated risk management framework, the policy outlines the following guiding principles of Risk Management.

Principles of Risk Management:

1. All business decisions will be made with prior information and acceptance of risk involved.

2. The Risk Management Policy shall provide for the enhancement and protection of business value from uncertainties and consequent losses.

3. All employees of the company shall be made aware of risks in their respective domains and their mitigation measures.

4. The risk mitigation measures adopted by the company shall be effective in the long-term and to the extent possible be embedded in the business processes of the company.

5. Risk tolerance levels will be regularly reviewed and decided upon depending on the change in the companys strategy.

6. The occurrence, progress and status of all risks will be promptly reported, and appropriate actions be taken thereof.

RISK MANAGEMENT POLICY STATEMENT

The policy statement is as given below:

1. To ensure protection of shareholder value through the establishment of an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all the probable risks.

2. To provide a clear and strong basis for informed decision making at all levels of the organization.

3. To continually strive towards strengthening the Risk Management System through continuous learning and improvement.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on fundamental principles of justice and fair play.

Further, an Internal Complaints Committee (ICC) has been constituted at every location where offices of the Company are situated which shall be responsible for redressal of complaints related to sexual harassment. The Company has put in place suitable processes and mechanisms to ensure issues of sexual harassment, if any, are effectively addressed. During the year under review, there were no complaints of sexual harassment received by the ICC of the Company. The said policy was revised with effect from 13 th August 2024 and may be referred to, at the Companys website at the web link: https ://www . balasoreaIloys.com/Corporate-Codes-Policies

CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has been at the forefront in extending benefits of the local communities in and around its projects. We have always believed in the sustainable development of the society. We have earned the trust of the local community over the years through our community services, on a regular basis, throughout the year.

The Company perceives corporate social responsibility as an opportunity to contribute towards uplifting the society a large, empowering individual (especially women) making them self-reliant, eradicating poverty, providing sanitation facilities& safe drinking water, promoting education, supporting economically weaker section of the society and ensuring environment sustainability.

In compliance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013, the CSR Policy, as revised by CSR Committee in March 2024, encompasses the companys philosophy for delineating its responsibility as a corporate citizen, lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The CSR Policy may be accessed on the Companys website at link: https://www.balasorealloys . com/Corporate-Codes-Policies

The Report on CSR activities or initiatives for the financial year 2025-26 as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been attached as Annexure - 7 to this Report.

POLICY ON MATERIALITY & DEALING WITH RELATED PARTY TRANSACTIONS

The policy on materiality of and dealing with related party transactions, as approved by the Board, regulates the transactions between the Company and its related parties based on the laws and regulations applicable to the Company and also lays down mechanism for identification, approval, review and reporting of such transactions. The policy on materiality of and dealing with related party transactions may be accessed on the Companys website at link: https://www.balasorealloys.com/Corporate-Codes-Policies

POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS

The policy on preservation and archiving of the documents, as approved by the Board, ensures safe keeping of the records and safeguard of the documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.

POLICY TO DETERMINE THE MATERIAL EVENTS

The Policy to determine the material events or information, as approved by the Board, determines the material events or information provides the guidelines for proper, sufficient and timely disclosure of the material events or information to the Stock Exchange(s) and / or any other regulatory authorities. The policy on determining the material events may be accessed on the Companys website at link: https : //www . balasorealloys.com/Corporate-Codes-Policies

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Board at its meeting held on 28 th September 2016 had approved the Policy for determining Material Subsidiaries. The Policy for determining Material Subsidiaries specifies the process of determination and compliances in respect of Material Subsidiaries. The policy for determining Material Subsidiaries may be accessed on the Companys website at link: https://www.balasorealloys.com/Corporate-Codes-Policies

CODE OF CONDUCT

The Companys Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and dealings of the Company. The code may be accessed on the Companys website at link: https://www.balasorealloys . com/Corporate-Codes-Policies

CODE OF INSIDER TRADING

The Company has devised a framework to avoid Insider Trading and abusive self-dealing. The Code on the Prevention of Insider Trading, which applies to the Board Members and all officers and employees, seeks to prohibit trading in the securities of the Company based on unpublished price sensitive information. Trading window remains closed so long unpublished price sensitive information is not made public. The code may be accessed on the Companys website at link: https://www.balasorealloys.com/Corporate-Codes-Policies

OTHER REQUIREMENTS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/ TRIBUNALS:

On 12.06.2025, NCLT Cuttack admitted MSTCs case for Corporate Insolvency Resolution Process (CIRP) and appointed an IRP suspending Board of Directors of the company. BAL immediately filed an appeal before NCLAT and successfully negotiated a settlement with MSTC on 16.06.2025 and paid entire dues of Rs. 9.04 crores. NCLAT stayed the CIRP order on 18.06.2025 recognizing the settlement. Subsequently, RTVNPL filed an intervention claim escalating from Rs. 10.85 crores to Rs. 95.81 crores, while TPNODL also intervened with a claim of Rs. 404.72 crores which was later settled on 02.08.2025, however RTVNPL matter continued. NCLAT dismissed BALs appeal on 25.08.2025, directing the IRP to file a Section 12A application for withdrawal within 15 days. After comprehensive replies and legal submissions by BAL and following settlement with RTVNPL (acknowledged via memo application on 27.11.2025), NCLT allowed the Section 12A application on 27.11.2025, effectively terminating the CIRP proceedings. The company has successfully resolved all major creditor disputes and exited insolvency proceedings.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF).

Pursuant to provisions of Section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) as amended from time to time, the Company has deposited a sum of Rs. 48,38,970/- and Rs. 23,93,815/- into the specified bank account of the Investor Education and Protection Fund (IEPF), Government of India towards unclaimed or unpaid dividend amount for the financial year 2016-17

and 2017-18 respectively.

PERSONNEL

Your Company continues to pursue excellence in human resource governance through the integration of advanced HR technologies and data-driven management systems aimed at enhancing workforce productivity and institutional efficiency. Functional audits and SWOT analyses have been undertaken to identify strategic capability gaps and align talent development initiatives accordingly.

A Balanced Scorecard-based Performance Management System has been institutionalised to ensure objective appraisal metrics and alignment with the Companys long-term strategic objectives. Constructive bipartite dialogue mechanisms, codified grievance redressal protocols, and structured employee welfare programs have contributed to sustaining a stable and compliant industrial relations environment.

PARTICULARS AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, are given in the Annexure-6 hereto and forms part of this Report.

APPRECIATION

Your directors place on records their deep appreciation of employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry.

Your directors express their sincere appreciation for the continued co-operation and support extended to the Company by the Central Government, the Government of Odisha, Government Agencies, Regulatory Authorities, Stock Exchanges, Companys Bankers, Business Associates, Shareholders and the Community at large.

Place: Balasore	For and on behalf of the Board
Date: 11 th August 2026
	Arun Kumar Jain	Chikali Nagaraju
	Managing Director	Executive Director
	DIN: 11049481	DIN: 07053626