Balasore Alloys Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 36^th Annual Report and the Companys audited accounts for the financial year ended 31st March 2024.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended 31st March 2024 is summarized below:

(Rs. in Lacs)

	Financial Year Ended
Particulars	Standalone		Consolidated
	31-03-2024	31-03-2023	31-03-2024	31-03-2023
Total Income	1,16,297.55	40,132.95	1,20,012.25	40,132.95
Profit/(Loss) Before Interest, Depreciation & Tax (PBIDT)	(8,243.06)	(12,812.55)	(4,550.82)	(12,824.65)
Finance Charges	2,330.78	7,196.13	2,330.78	7,196.13
Depreciation	2,305.95	2,430.59	2,305.95	2,430.59
Exceptional Items	0.00	9,756.06	0.00	9,756.06
Provision for Income Tax (Including for earlier years)	(8,260.73)	(5,305.55)	(8,260.73)	(5,308.70)
Net Profit/(Loss) After Tax (PAT)	(4,619.07)	(17,133.72)	(9,26.82)	(17,142.66)
Other Comprehensive Income	113.43	208.93	113.43	208.93
Total Comprehensive Income/loss for the Year	(4505.64)	(16,924.79)	(813.39)	(16,933.73)
Retained Earnings brought forward from Previous Years	35,548.98	52,682.69	35,434.09	52,576.75
Retained Earnings Carried to Balance Sheet	30,929.91	35,548.98	34,507.27	35,434.09

STATE OF AFFAIRS OF YOUR COMPANY

Your Companys total income increased by 190 % from Rs. 40,132.95 Lacs in 2022-23 to Rs. 116,297.55 Lacs in 2023-24. PBIDT (Loss) decreased by 36% from Rs (12,812.55) Lacs in 2022-23 to Rs. (8,243.06) Lacs in 2023-24. PAT (Loss) for the year decreased by 73% from Rs (17,133.72) Lacs in 2022-23 to Rs: (4,619.07) Lacs in 2023 -24. Total Comprehensive Income for the year increased by 73% at Rs. (4,505.64) Lacs in 2023-24 as against (16,924.78) Lacs in 2022-23. Consequently, the earnings per share stood at Rs. (4.95) (basic) and Rs. (4.95) (diluted) for 2023-24 as against Rs: (18.36) (basic) and Rs: (18.36) (diluted) for 2022-23.

DIVIDEND

In view of the loss incurred and tight liquidity position of the company, the Directors did not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year ended on March 31, 2024.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2024 was Rs. 4,666.27 Lacs.

OPERATIONS

During the financial year 2023-24 the ferro chrome production was 1,00,549 Mt while in financial year 2022-23 the production was 33,048.90 MT showing an increase of 204.24% during the year under review.

MINES

Government of Odisha had granted of mining lease for chromite over a land of 35.60 hectares in Sukinda Valley, Jajpur District for 50 years vide Government proceeding No 298 /SM dated 09.01.2017 under Section 10A(2)(c) of the Mines and Minerals (Development and Regulations) (MMDR) Amendment Act, 2015 read with Rule 8(2) of Minerals Concession Rules (MCR), 2016 to the company and asked to furnish the performance security in form of Bank Guarantee and also to sign the Mines Development and Production Agreement (MDPA) followed by execution of the lease deed and registration thereof on or before 11.01.2017 as required under rule 8 (4) of the MCR, 2016.

For the delay in the execution of the lease under the MMDR Amendment Act, 2015 and the Rules under the MCR, 2016, the company moved Honble Orissa High Court and the Honble Orissa High Court vide its Judgement dated 24.04.2018 has directed State Government to execute and register the Lease deed within 2 months time from date of the Judgment. The State Government didnt adhere with the direction of the Honble Orissa High Court. Therefore, the Company again approached the Honble High Court and filed a contempt Petition. The same was heard by the Honble High Court on 25.01.2019 and the Court admitted the same and issued notices to the opposite parties (State of Orissa & Ors.)

In the meantime, on 19.02.2019, the State of Odisha filed SLP in the Supreme Court of India against the judgment / order dated 24.04.2018 passed by the Honble High Court of Orissa praying for quashing of the order and to stay of the operation of the said order.

On 11.03.2019 the matter was listed before the Honble Chief Justice Bench in the Supreme Court for hearing. After the hearing counsels appeared for both sides, the Honble Supreme Court passed the following order:

"Delay condoned, Issue Notice. In the meantime, the operation of the impugned order passed by the High Court shall remain stayed."

The matter was listed for hearing before the Registrar Court on 28.01.2020. Pursuant to the direction of the Registrar all the Affidavits and Counter Affidavits were filed by all the concerned parties, except Resp. No.4/ MoEF. The case was listed on 06.01.2023 before the Registrar Court, Resp No.4/ MoEF appeared and took time for four weeks to file their Counter Affidavit. The Registrar directed for listing of the case before the Honble Court for hearing after four weeks.

The case was last listed on 24.04.2023 before the Court for hearing, the Resp. No.4/ MoEF though has appeared and but has not filed their Counter Affidavit, the matter is adjourned and the Honble Court has directed to list the case on any non-miscellaneous day, so the case will be listed in due course of time for hearing on final disposal. As per latest Supreme Court website, it is slated for hearing on 20.08.2024

Status of Stage-II Forest Clearance

State Governments letter no. 3091/9F(MG)-359/2016 dated 16.02.2023 submitting the additional information in respect of the Ministrys/ MoEF letter dated 14.01.2023. After the examination of the additional information submitted by the State, the following shortcomings have been observed by MoEF vide its letter dated 16.02.2023:

a. ) The justification given against observation No. 2 of the Ministry letter dated 14.01.2023 is not tenable as the User Agency (UA) has already given an undertaking to comply with the conditions as per the letter dated 25.07.2017. The Forest Advisory Committee (FAC) after thorough deliberation has imposed the penal conditions and the same was approved by the competent authority in the Ministry. The mining operations were running up to 06.06.2022 without a valid approval under Forest (Conservation) Act, 1980. Therefore, the penalties as prescribed in the conditions of approval are required to be realized by the State and intimated to the Ministry for further necessary action in the matter.

b. ) The KML file of safety zone has been analyzed on DSS and it is observed that pre-planting operations such as pits are visible in the proposed CA (SZ). The same may be clarified.

As matter stood above, again FAC in its meeting dated 14.11.2023 deliberated our matter in detail and observed the followings: the state government shall ensure that as per original conditions of stage I approval dated 18.11.2016, the amount of penal NPV will be deposited by the User Agency from 17.12.2019 to 06.06.2022 as under:

i) The User agency shall pay NPV at the rate 20 per cent for each year since the violation of Forest Conservation Act 1980

ii) User agency shall raise penal CA equivalent to land utilised in violation of the provisions of Forest Conservation Act 1980

However, as the area is already broken up, temporary working permission may be granted to User Agency (UA) for a maximum period of one year after deposit of all statutory dues including the dues for above two conditions, so as to enable UA in complying the other conditions.

Based on the above letter, DFO Cuttack raised demand of Rs 90, 37, 100 /- towards NPV at the 20 per cent for each year since the violation of F C Act 1980. The Company had deposited the said amount in campa fund on 2^nd Feb 2024.

In compliance to the second point, the company anticipating delay in searching non forest land and handover to Forest department for penal CA, has proposed to transfer upto 8 hects in mauza Balgopalpur which was accepted by DFO Cuttack. Accordingly, company submitted compliance to MOEF. In the meantime, we got TWP from DFO Cuttack on 3^rd Feb 2024 up to 2^nd Feb 2025 and our mining operation was resumed pursuant to revocation of suspension order by Deputy Director Mines Jajpur Road with effect from 15.02.2024

Compliance report was forwarded by state government to MOEF on 29.05.2024 for final stage 2 clearance. But MOEF again raised two more queries vide their letter dated 26.06.2024 and 1^st July 24. Company needs to transfer this land in favour forest department and the same to be notified as Protected Forest (PF) under Indian Forest Act 1927.

Following this query, we are following at different levels to do at the earliest and send compliance to get the final Stage 2 Forest Clearance which is expected by September 2024.

EXPORTS

During the financial year 2023-24 your company exported 20,529 MT of HCF with a value of Rs 236.50 crores while during financial year 2022-23 it was 8,613 MT of HCFC with a value of Rs. 100.73 Cr.

BUSINESS EXCELLENCE DRIVE

On its pursuit towards excellence, your company continued its initiatives of TPM (Total Productive Maintenance), Lean and Six Sigma. In its drive to strengthen Business Excellence, the Company has adopted the globally acclaimed Malcolm Baldrige Business Excellence Model of USA for long term competitiveness and business sustainability through strategy formulation and execution to achieve its stated Vision and Mission. The Baldrige Excellence Model empowers the organization to reach its goals, improve results, and become more competitive. The core values and concepts are the foundation for integrating key performance and operational requirements within a results-oriented framework that creates a basis for action, feedback, and ongoing success.

Your company continued its thrust on the key Business Excellence initiatives through virtual/ classroom training and facilitation at site by the Business Excellence team in order to integrate these with the shop floor operations. To bring synergy and accelerate BE culture across the organization, it has been apprehended that the success of change management underlies in accepting and driving the BE culture at departmental level.

Operational Excellence in todays competitive climate depends upon the implementation of multiple complimentary & proven strategies. Your organization has adopted a proven TPM philosophy for a long period. TPM involves and engages employees through 10 pillar concepts. Besides, disciplined preventive maintenance facilitated improving equipment health. Your Company has successfully implemented the Integrated Management System (IMS) which integrates all business processes across the value chain.

Your company initiated Lean management aims to maximize customer value while minimizing waste in the processes. The Lean approach involves reducing waste in production processes by streamlining operations, optimizing resources, and minimizing inventory. This results in improved efficiency, better quality control and increased profitability.

Lean principles are applied by focusing on customer needs and continuously improving processes to meet those needs. This results in faster delivery times, better customer satisfaction and reduced costs. The Lean approach is a customer-centric methodology that values efficiency, continuous improvement, and waste reduction.

Your company has developed a well-defined process map and initiatives has been taken it in order to eliminate the Non-value Added activities (NVA), enhance the Value-added activities (VA) and to optimize the Non value Added activities but essential activities (NAV-E).

INDUSTRY OUTLOOK

The ferrochrome market size has grown rapidly in recent years, it will grow from $ 8.85 billion in 2023 to $ 9.81 billion in 2024 at a compounded annual growth rate (CAGR) of 10.9%. The growth in the historic period can be attributed to growth in stainless Steel production, rise in infrastructure and construction activities, expanding automotive industry, global economic growth, urbanization trends.

The ferrochrome market size is expected to see strong growth in the next few years. It will grow to $13.77 billion in 2028 at a Compounded annual growth rate (CAGR) of 8.8%. The growth in the forecast period can be attributed to renewed infrastructure investment, evolution of energy infrastructure, rising popularity of electric vehicles, Strategic initiatives in Stainless Steel production. (Source: Ferrochrome Global Market Report 2024)

BUSINESS STRATEGY

Volume-driven growth: Your Company is analyzing ways of increasing the operating capacity from about 1,60,000 MT through capacity balancing, process optimization and marginal capital investment. This should increase the operating capacity to around 1,80,000 MT.

The Company is continuously exploring opportunities for growth and expansion organically and inorganically. Organically, the company is undertaking Common Boundary Mining (CBM) and development of its underground mining in Kaliapani Chromites Mines at Sukinda, Odisha.

Value-led growth: The team is working on increasing the production of value-added products, namely low and medium-silicon, low-phosphorous, Low & medium-carbon and high-chromium, among others. In addition, your Company is focused on maximizing its net realization through proper market segmentation in the domestic and international markets by selling directly to the end user.

Sustainability: Your Company owns natural resource assets of captive Chromites Ore Mines located at Sukinda Valley, Jajpur, Odisha. In addition to mining through open cast system, the company has also planned to excavate the blocked chrome ore in the open case benches by Drift & Fill method which will be done for the first time in the country. The company is also developing underground mining in Kaliapani Chromites Mines of Sukinda.

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: SUBSIDIARIES

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. balasoreallovs.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 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31^st March 2024 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 based on the recommendations of the Audit Committee and Board, M/s. B. Nath & Co., Chartered Accountants (Firm Registration No.30757E), Statutory Auditors of the Company have been appointed by the members at the 32^NDAnnual General Meeting held on 30^th March, 2023 first term of five years, to hold office from the conclusion of 32^nd AGM until the conclusion of the 37th 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 is appended herewith 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 11^th August 2023 has approved the appointment of M/s. Shome & Banerjee (Firm Registration Number 000001) as the Cost Auditors of the Company for the Financial Year 2023-24 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 31^st March 2023 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 31^st March 2024 will be filed with the MCA within the prescribed period.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of (The Companies (Accounts) Rules 2014), the appointment of M/s Das & Prasad, Chartered Accountants, (Firm Registration Number 303054E) as the Internal Auditor of the Company for the financial year 2023-24 to conduct the internal audit of the Company was ratified by the Board in its meeting held on 23^rd June, 2023 as recommended by the Audit Committee in its meeting held on 26^th April, 2023.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s MKB & Associates, Practising Company Secretaries conducted the secretarial audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor of the Company for the financial year ended on 31st March 2024 is annexed to this Report as Annexure- 3. The Secretarial Audit Report contains the following qualification as:

a. out of the entire shareholding of the promoters, 4660 equity shares (0.005% of the total share capital of the Company) are not held in dematerialized form as required under Regulation 31(2) of Listing Regulations, 2015. However, 2330 equity shares held by Mr. Pramod Mittal has been dematerialized on 21.06.2024.

The shareholders may kindly note that the company has taken all the required steps to get the remaining 2330 shares dematerialized registered in the name of Mr. Vinod Kumar Mittal.

b. as required under Regulation 30 of the Listing Regulations, the Company has not given notice of Postal Ballot dated 30.05.2023 to the Stock Exchanges.

c. as required under Regulation 23 of Listing Regulations, the Company has not taken prior approval of the shareholders for material related party transactions entered with Direct Investments Limited. However, the material related party transaction has been subsequently ratified by the shareholders vide postal ballot notice dated 30.05.2023.

Due to an improper composition of the Board of directors and its Committee(s), the financial statements could not be prepared in time and hence the shareholders ratified the related party transactions vide postal ballot notice dated 30.05.2023.

d. the Company has appointed Mr. Debasish Ganguly (DIN:10104368) as Whole-time Director designated as Executive Director- Finance, Commercial and HR for a period of 3 years with effect from 10^th April 2023 and the approval of shareholders was taken in the Annual General Meeting dated 31.07.2023 in contravention of Regulation 17(1C) of Listing Regulations.

e. the Company does have separate section for disclosure under Regulation 46 of the Listings Regulations on its website.

During the year under review the company has initiated the updation of its website as stated in regulation 46 (2) of the listing regulations.

f. the Company has not filed Form DPT-3 for the last three financial years.

The management is under the process of compiling the relevant data of all pending periods in this regard.

g. the Company has not adopted the Applicable policies such as Policy to determine material event, Policy for determining Material Subsidiaries and Policy on Related Party Transaction in timely manner. However, as confirmed by the Management, the company is in the process of adoption of policies as per the Listing Regulations in due course of time.

The management is under the process of compiling and reviewing all such policies to be processed during the current financial year

h. the Company has appointed Mr. Chikali Nagaraju (DIN:07053626) as Executive Director (Operations & Mines) for a period of 3 years with effect from 28^th March 2024 and the approval of shareholders is still pending as on the date of report which is in contravention of Regulation 17(1C) of Listing Regulations.

The company has already initiated for the requisite approval of the shareholders in its ensuing Annual General Meeting to be held in September 2024.

i. the company has not taken special contingency insurance policy towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company as required under SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25.05.2022.

The company has initiated the process for taking the insurance policy.

j. the company has not opened suspense escrow account as required under SEBI circular SEBI/HO/ MIRSD/PoD-1/ OW/P/2022/64923 dated 30th December 2022.

k. the Board of Directors at its meeting held on 26.04.2023 appointed Mr. Debasish Ganguly as CFO of the company with effect from 10.04.2023 without recommendation of Audit Committee. However, the Audit Committee recommended the same at its meeting held on 23.06.2023 post appointment.

The post facto approval of the Audit committee was taken in its meeting held on 23.06.2024 for the appointment of Mr. Debasish Ganguly as CFO.

l. the Company has not complied with the provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 during the period under review. However, the company installed software for maintaining Structured Digital Database on 15.11.2023.

Due to non-operational status and improper composition of the Board of the company during relevant period, installation of the structural digital database (SDD) could be installed in November 2023 and since then the company has been maintaining the structural digital database (SDD) as required under SEBI (Prohibition of Insider Trading) Regulations, 2015.

m. Mr. Paramesh Bhattacharya was not registered in Independent Directors Databank maintained by Indian Institute of Corporate Affairs at the time of his appointment till 18.06.2023.

Mr. Paramesh Bhattacharya was registered in Independent Directors Databank maintained by Indian Institute of Corporate Affairs w.e.f. 19.06.2023 and is currently continuing.

n. the Company has not given intimation to the Stock Exchange for the appointment and resignation of Senior Management Personnel during the year under review.

The company has initiated to intimate of such requisite changes of Senior Management Personnel effective current year.

o. penalty of Rs. 5,31,000/- imposed by the Adjudicating Officer of Securities & Exchange Board of India connected with the company individually on Mr. A K Sureka, erstwhile Managing Director and Mr. R K Parakh, erstwhile Director - Finance by Securities & Exchange Board of India was reimbursed to them by the company.

p. the company has not intimated to stock exchange allotment/transfer of Non-Forest Land upto 8.0 Ha in village Balgopalpur under Nilagiri Forest Range of Balasore Forest Division owned by the company for raising Penal Compensatory Afforestation for violation of Forest (Conservation) Act,1980.

The non - forest land is still under process of transfer and will be intimated on completion of the same.

q. the company has defaulted in payment of dues to banks / financial institutions and the same was existing as on the date of Annual General Meeting of the company held on 31^st July 2023. The company has not taken approval of the aforesaid banks/ financial institutions before approval of resolutions relating to payment of remuneration to Mr. R K Parakh and Mr. Debasish Ganguly under Part II of Schedule V of Companies Act, 2013.

The company has paid off all its dues outstanding with State Bank of India, the lead Banker and received no objection vide its letter dated 16.08.2023.

r. the company has not carried out performance evaluation of Board, its committees and individual directors as required under Section 179(2) of Companies Act, 2013 and rules made thereunder during the financial year 2023-24.

The company has initiated the process of performance evaluation of the individual directors during the financial year 2023-24 and will carry out the performance evaluation of the Board and its committees during the current financial year.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I) DIRECTORS:

(a) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149 OF THE COMPANIES ACT, 2013 AND REGULATION 16 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company has received declarations from all the Independent Directors of the Company 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 familiarized 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 Director on the Board of the Company w.e.f. 15^th February 2023.

(d) APPOINTMENT OF DIRECTORS

During the year under review, Mr. Debasish Ganguly was appointed as additional director and as Whole Time Director designated as Executive Director (Finance, Commercial & HR) w.e.f. 10^th April 2023 and Mr. Rajendra Kumar Parakh was appointed as additional director and as Managing Director w.e.f. 23^rd June 2023 for three years till 22^nd June 2026 subject to the shareholders approval. Subsequently, both appointments were approved by the shareholders in their Annual General Meeting held on 31^st July 2023. Mr. Debasish Ganguly was elevated and appointed to the position of Managing Director from 28th March 2024 for three years till 27th March 2027 subject to the shareholders approval in their ensuing Annual General Meeting. Mr. Chikali Nagaraju was inducted on the Board of directors of the company as additional director with effect from 28^th March 2024 and as a whole-time director designated as Executive director (operation & Mines) with effect from 2^nd April 2024 subject to the shareholders approval in their ensuing Annual General Meeting.

(e) RESIGNATION OF DIRECTORS

Mr. Akula Nagendra Kumar and Mr. Rajendra Kumar Parakh both resigned as directors on the Board and as Managing Directors w.e.f. 23^rd June 2023 and 28^th March 2024 respectively and Mr. Saivenkat Chittisureshbabu Chigurupalli resigned as director on the Board and as whole-time director designated as Executive director (Operation & Projects) with effect from 2^nd April 2024 due to personal reasons. The Board placed on record its sincere appreciation for the valuable guidance and contribution made by all the above 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. Rajib Das retires by rotation, and being eligible, offers himself for re-appointment. 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. Debasish Ganguly, Managing Director, Mr. Chikali Nagaraju, Executive Director - Operations & Mines, Mr. Shiv Kumar Dabriwala CFO 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, 2024, Eight (8) 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 not 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 11^th March 2024.

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 2024 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. Debasish Ganguly, 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 31^st March 2024. 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. However, During the FY 2023-24, Board at its meeting held on 28^th March 2024 has done the performance evaluation of directors.

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 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 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 composition and terms of reference, details of the meeting held during the year and the number of meetings attended by each of the Corporate Social Responsibility (CSR) Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

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:

http://www.balasoreallovs.com/upload/media/pdf/Remuneration%20Policv.pdf

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. 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 w.e.f. 14^th February 2018 and may be referred to, at the Companys website at the web link:

http://www.balasoreallovs.com/upload/media/code/Whistle%20Blower%20Policv%20-%20 Final.pdf

RISK MANAGEMENT POLICY

In order to fulfill 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.

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 Corporate Social Responsibility (CSR) Committee of the Board has formulated and recommended to the Board, a CSR Policy for its approval.

This policy, which 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:

http://www.balasoreallovs.com/upload/media/csr-policv/CSR 25 06 2018.pdf

The Report on CSR activities or initiatives for the financial year 2023-24 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 Board at its meeting held on 20^thMay, 2014 had approved the policy on materiality of and dealing with Related Party Transactions. The policy 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:

http://www.balasoreallovs.com/upload/media/pdf/Policv%20on%20Related%20Partv%20Transaction.pdf

POLICY ON PRESERVATION AND ARCHIVING OF THE DOCUMENTS

The Company in its meeting held on 14^th November 2015 had approved the policy on preservation and archiving of the documents. The policy 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 Board at its meeting held on 14^th November 2015 had approved the Policy to determine the material events or information. The Policy to determine 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:

http://www.balasoreallovs.com/upload/media/pdf/Policv%20for%20Determination%20of%20Material%20Subsidiaries.pdf 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:

http://www.balasorealloys.com/upload/media/Investors/Code%20of%20Conduct.pdf

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:

http://www.balasorealloys.com/upload/media/pdf/Insider%20Trading%20Code%20of%20Conduct.pdf

OTHER REQUIREMENTS

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

There are no significant material Orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the company and its future operations.

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. 13,61,351, Rs. 16,39,834.80, Rs. 16,33,719 and Rs. 19,69,537.20 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 2012-13, 2013-14, 2014-15 and 2015-16 respectively.

PERSONNEL

Your company is continuing the tradition of excellence in human capital management by adopting all modern tools and techniques of human management. The pragmatic and proactive approach of management has contributed in enhancing the job satisfaction of employees. Your company has analyzed the Strength and Weakness of key functions to internalize the gap and similarly Opportunities and Threats to mitigate the external forces. To fasten the action, company is moving towards Automation in Human Resource by adopting software to enable efficient and effective way of working. Your company always remains vigilant to capitalize on talent pool in order to promote performance driven work culture both within and outside the organization. Your company has adopted a Balanced Score Card approach in Performance Management to be transparent and performance initiatives aligning with Organizational Vision, Mission and Objectives. The continuous dialogue sessions with the office bearers of union, prompt grievance redressal and implementation of employees friendly welfare scheme has been institutionalized. A congenial productive atmosphere has been created through mutual trust and transparency between the management and the union.

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: Sukinda	For and on behalf of the Board
Date: 13th August 2024	Debasish Ganguly	Chikali Nagaraju
	Managing Director	Executive Director
		(Operation & Mines)
	DIN:10104368	DIN:07053626