The Directors are pleased to present the 34^th Annual Report of Balaji Amines Limited along with the Audited Statement of Accounts of the Company Standalone and Consolidated for the year ended 31^st March, 2022.

2. PERFORMANCE HIGHLIGHTS

Your company has achieved a Gross Income of Rs.1,93,018.76 Lakhs on standalone basis during the financial year 2021-22. The Profit after Tax for the year stood at Rs.30,794.10 Lakhs.

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

3. DIVIDEND

During the Financial Year, based on the Company's performance, the Directors have declared dividend on equity shares @ Rs.6/- (Rupees Six only) at 300% of the face value of Rs.2/- if approved by the Members would involve a cash outflow of Rs.1,944.06 lakhs Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed a Dividend Distribution Policy and the same is herewith annexed as "Annexure I' to this report. The Dividend Distribution Policy is posted on the website of the Company and the web link is http://www.balajiamines.com/investor-relations.

4. TRANSFER TO RESERVES

Company proposes to transfer a sum of Rs.3,078.70 lakhs to the General Reserves. An amount of Rs.26,419.36 Lakhs is proposed to be retained in the statement of profit and loss.

5. SUBSIDIARIES

Balaji Speciality Chemicals Limited (BSCL) is the only Subsidiary of the Company, BSCL is engaged in Manufacturing of Ethylenediamine (EDA), Piperazine (Anhydrous), Aminoethylpiperazine (AEP) and Diethylene triamine (DETA) and other Specialty Chemicals. During the period under review, Subsidiary Company has become Public Company vide fresh Certificate of Incorporation issued by Registrar of Companies Pune, vide its letter dated 17^th March, 2022.

6. CONSOLIDATED FINANCIAL STATEMENTS

As required pursuant to the provisions of Section 129 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company are prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India on the basis of the audited financial statements of the Company and its subsidiaries.

As per the provisions of Section 136 of the Companies Act, 2013, the Company will also place separate Audited accounts of its Subsidiaries on its website.

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

7. CREDIT RATING

The Credit Rating of the company is affirmed during the year as "IND AA/Stable/INDA1+" by India Ratings and Research.

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

During the Financial Year 2021-22, no company ceased to be a subsidiary of the company and your company does not have any associates or joint ventures.

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

The constitution of the Board is in Compliance with the provisions of Section 149 of the Companies Act, 2013, and the Listing Regulations. During the FY 2021-22, Mr. A Prathap Reddy, Executive Chairman of the Company, Mr. A Srinivas Reddy, Wholetime Director of the Company, Mr. G Hemanth Reddy, Wholetime Director and CFO of the Company, Mr. D Ram Reddy, Managing Director of the Company and Mr. N Rajeshwar Reddy, Joint Managing Director of the Company were re-appointed in the 33^rd AGM of the Company held on 9^th August, 2021.

Ms. Soniya Nilesh Mahajan was appointed as Company Secretary and Compliance Officer of the Company on 30^th June, 2021 and resigned from the position with effect from 27^th October, 2021.

Mr. Lakhan Dargad was appointed as Company Secretary and Compliance Officer of the Company with effect from 27^th October, 2021.

During the year, there are no changes in the directors of the Company.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

11. MEETINGS

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

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

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

Committees of the Board

Details of committees of the Board, their composition and other details are provided in the corporate governance section, which forms part of this annual report.

Meetings of Independent Directors

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

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulations contained in the chapters of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance by the Directors individually (including Independent Directors) as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

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

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

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

Familiarisation program for Directors

A formal familiarisation programme was conducted about the amendments in the Companies Act, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to the Company.

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

13. DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2021-22 and of the statement of profit of the Company for that period;

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

iv. The annual accounts for the year 2021-22 have been prepared on a going concern basis;

v. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in turn reporting to the Wholetime Directors.

14. RESEARCH & DEVELOPMENT

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

a) Adoption of advanced technology in recovering waste water has resulted in minimizing the impact on the environment and concentration of the core principle of Reduce, Reuse and Recycle of all the resources.

b) Several improvements in the ACETONITRILE plant have been initiated which have resulted in lower consumption coefficient and higher efficiency of plant operations.

c) Backward & forward integration of products to improve value chain and better utilisation of all the resources.

d) Identification of new products and development activities of latest process technologies are continuously worked on.

e) Continuous improvement of processes and fine tuning of process parameters to optimize utilisation of energy, utilities & raw materials consumption and alternate routes are being looked at.

f) For sustainable usage of natural resources, the Company has initiated various methods and Processes, equipments for reducing, reusing and recycling of various natural resources

g) The R&D demonstration projects for the Manufacture of THF, NEM, NMM, NMMO and MIPA were undertaken during the year by your company.

h) After successful development of the process (es), the pilot plant-cum-demonstration plants shall be taken up for implementation.

15. EXPANSION/DIVERSIFICATION

a) The Expansion project of the DMC is in the final stages of commissioning and expected to start trials by the end of June 2022. As on 31^st March, 2022 capex incurred on DMC plant is Rs.13,324.35 lakhs including advances paid.

b) The Boiler of 50 TPH capacity is commissioned during the FY with a capex of Rs.1,975.06 lakhs.

c) The captive power plant is under installation and as on 31^st March, 2022 capex incurred on this is Rs.1,988.64 lakhs.

d) All other expansion plans are in final stages of order placement for plant & machinery, long delivery equipment such as boiler/turbine etc.,

16. CHANGE IN NATURE OF BUSINESS

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

17. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred after the closure of the Financial Year 2021-22 till the date of this Report.

18. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.balajiamines.com /investor-relations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2022 is available on the Company's website and can be accessed at www.balajiamines.com/investor-relations.

21. PARTICULARS OF EMPLOYEES

In term of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure III' to this report.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

23. STATUTORY AUDITORS

The term of M/s Ayyadevara & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company, will expire on the conclusion of the ensuing Annual General Meeting. Hence it is proposed to appoint M/s. M.Anandam & Co., Chartered Accountants as Statutory Auditor for a period of 5 years.

The company has received a consent and eligibility letter from M/s. M. Anandam & Co., Chartered Accountants under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder confirming their eligibility to the effect, that, their appointment, if made, would be within the prescribed limits under provisions of sections specified under the Act and that, they are not disqualified for such appointment within the meaning of the section of the said Act.

Accordingly, resolution recommending appointment of M/s. M. Anandam & Co., Chartered Accountants Firm Reg. No. 000125S is proposed along with the Notice of the 34^th AGM of the Company.

24. REPORTING OF FRAUDS

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

25. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. Aherkar & Co, Chartered Accountants, Solapur, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on a monthly basis.

26. COST AUDITORS

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, the Audit Committee has recommended and the Board of Directors had appointed Mr. Narayan D. Dontul, Practicing Cost Accountants, Solapur, (FRN No. 100224), being eligible and having sought appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2022-2023 on a remuneration of Rs.75,000/- (Rupees Seventy Five Thousand only). The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a Resolution seeking Members' approval for the remuneration payable to Mr. Narayan D. Dontul, Cost Accountants, is included at Item No. 3 of the Notice convening the Annual General Meeting.

27. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31^st March, 2022 is given in Rs.Annexure IV' attached hereto and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark on the Company. However Secretarial Auditors have given their observation as below:

"Registration of one of the Independent Directors of the Company in the Independent Directors Data Bank was done beyond the prescribed time"

Reply to Observation in secretarial Audit Report:

Due to in advertance, the registration of Mr. M. Amarender Reddy as Independent Director in the Independent Directors Database was not done during the prescribed period and the window for said registration was made open by MCA only after some time and the Independent Directors got himself registered in the said database immediately when the same was enabled.

The Annual Secretarial Compliance Report issued by M/s. P.S. Rao & Associates, Practicing Company Secretaries pursuant to SEBI circular dated February 8, 2019 and is forming part of the Corporate Governance Report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

The vigil mechanism/whistle blower policy may be accessed on the Company's website at the link: www. balajiamines.com/investor-relations.

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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

During the year, all Related Party Transactions were placed before the Audit Committee and also to the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company and the same can be accessed at the link: www.balajiamines.com/investor-relations

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

31. RISK MANAGEMENT

The Company has constituted a Risk Management Committee and formulated a policy on Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Risk Management Policy of the Company is posted on the website of the Company and the web link http://www.balajiamines.com/investor-relations

32. CORPORATE SOCIAL RESPONSIBILITY

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013, and rules made thereunder has constituted CSR Committee with Mr. Kashinath R. Dhole, Independent Director, Mr. D. Ram Reddy, Managing Director and Mr. N. Rajeshwar Reddy, Joint Managing Director of the Company as its Members. The CSR policy has been placed on the Website of the Company and can be accessed through the link: www. balajiamines.com/investor-relations and a brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the year as per Annexure prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Rs.Annexure VII' to this Report.

33. FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

35. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Schedule V of the Listing Regulations forms is shown in a separate section forming part of the Annual Report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

37. EMPLOYEE STOCK OPTIONS

Company is yet to implement the ESOP Scheme.

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT WITH ENVIRONMENT, SOCIAL & GOVERNANCE

Business responsibility & Sustainability reporting for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is in a separate section forming part of the Annual Report.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023, while disclosure is voluntary for fiscal 2022.

The Committee Report encourages companies to report their performance for fiscal 2022 to be better prepared to adopt this framework from the next fiscal.

39. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its operations and activities. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2)

of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

40. HUMAN RESOURCES

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

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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

42. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on NSE Limited and BSE Limited. The annual listing fees for the years 2022-23 have been paid to these exchanges.

43. ACKNOWLEDGMENT

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