DIRECTORS' REPORT

The Directors take pleasure in presenting their 29^th Annual
Report together with the Standalone and Consolidated
Audited Financial Statements for the year ended 31^st March,
2025 and the Management Discussion and Analysis has also
been incorporated into this Report.

CORPORATE OVERVIEW AND GENERAL INFORMATION:

Balaji Phosphates Limited ("BPL") is a leading player in the
phosphate manufacturing sector in India, with a legacy
spanning nearly three decades. Established in 1996 as a
private limited company, the firm transitioned to a public
limited entity in 2023, marking a significant milestone in its
corporate journey. Headquartered in Indore, Madhya
Pradesh, BPL operates with a commitment to quality,
sustainability, and innovation in the production of
phosphate-based products.

The company is promoted by Mr. Alok Gupta and Mr. Mohit
Airen, both seasoned professionals with extensive
experience in the chemicals and fertilizers industry. Under
their strategic guidance, BPL has established a strong
operational foundation, built lasting client relationships, and
consistently delivered financial growth.

HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:

^ Total income for the year is Rs.10,072.08 Lakhs as
compared to Rs.11,827.09 Lakhs in the previous
year;

^ Income from operations for the year is Rs.9,871.75
Lakhs as compared to Rs.11,818.40 Lakhs in the
previous year;

^ Profit before tax for the year is Rs. 978.37 Lakhs as
compared to Rs. 724.00 Lakhs in the previous year;

^ Profit after tax for the year is Rs. 729.99 Lakhs as
compared to profit of Rs. 520.08 Lakhs previous
year.

^ Net Profit (loss) after other comprehensive income
for the year is Rs. 729.70 Lakhs as compared to Rs.
519.85 Lakhs previous year.

HIGHLIGHTS OF PERFORMANCE ON CONSOLIDATED BASIS:

^ Total income for the year is Rs. 12,856.28 Lakhs as
compared to Rs.15,168.02 Lakhs in the previous
year;

^ Income from operations for the year is Rs. 12,651.58
Lakhs as compared to Rs.15,154.63 Lakhs in the
previous year;

^ Profit before tax for the year is Rs. 1,064.16 Lakhs
as compared to Rs. 836.59 Lakhs in the previous
year;

^ Profit after tax for the year is Rs. 791.80 Lakhs as
compared to profit of Rs. 604.04 Lakhs previous
year.

^ Net Profit (loss) after other comprehensive income
for the year is Rs. 791.51 Lakhs as compared to Rs.
603.81 Lakhs previous year.

DIVIDEND:

Your directors propose to preserve the profits for the growth
of the company and do not recommend any dividend for the
year 2024-25. (Previous year: Nil)

SHARE CAPITAL AND TRANSFER OF AMOUNT TO
RESERVES:

The Authorized Share Capital as on 31^st March 2025 is Rs.
25,00,00,000 divided in to 2,50,00,000 equity shares of Rs.
10/- each.

The paid-up Equity Share Capital as on 31^st March, 2025 is Rs.
23, 77, 71, 000 divided into 2,37,77,100 equity shares of Rs.
10/- each.

INITIAL PUBLIC OFFER AND LISTING:

The Company successfully completed its Initial Public Offer
(IPO) of 71,58,000 equity shares of face value of Rs.10/- each
for cash at a price of Rs.70/- per equity share (including share
premium of Rs.60/- per equity share). However out of
71,58,000 equity shares, 12,18,000 Equity shares were
offered by Promoters (i.e. Mohit Airen - 6,09,000 Equity
Shares and Alok Gupta- 6,09,000 Equity Shares respectively)
to the public by way of Offer For Sale under IPO. The total
amount received was aggregating to Rs. 415800000 ("the
offer"). The offer was open to the public from 28^th February
2025 and closed on 4^th March 2025 and received
overwhelming response. The Anchor Investors Bid/Offer
period was one Working Day prior to the Bid/Offer Opening
Date i.e. on 27^th February 2025. The allotment for Company's
IPO was finalized on 05^th March, 2025. The equity shares of
the Company were listed on National Stock Exchange of India
Limited Emerge ("NSE Emerge") effective from 07^th March,
2025. Skyline Financial Services Private Limited is the
Registrar and Share Transfer Agent of the Company.

TRANSFER TO RESERVES AND SURPLUS:

During the year under review, Your Company has transferred
Rs. 3,564.00 Lakhs in Securities Premium Account, which was
received as premium for issue of Shares and transferred Rs.
729.99 Lakhs to Retained earnings.

CASH AND EQUIVALENT TO CASH

Cash and cash equivalent as at 31^st March, 2025 was Rs.
30.48 Lakhs. Your Company continues to focus on judicious
management of its working capital. Receivables, inventories
and other working capital parameters were kept under strict
check through continuous monitoring.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, your Company has not
changed its nature of business.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company
during the financial year 2024-2025.

DEPOSITS:

The details relating to deposits, covered under Chapter V of
the Act, -

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the
year: Nil

(c) Whether there has been any default in repayment of

deposits or payment of interest thereon during the
year and if so, number of such cases and the total
amount involved: Nil

Details of deposits which are not in compliance with the
requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not
in compliance of the Companies (Acceptance of Deposits)
Rules, 2014 during the financial year.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS:

Your company has provided guarantee or any security to the
other business entity during the financial year including
unsecured loan to its Subsidiary concern in compliance with
Section 185 and 186. Further the same has been disclosed as
per the requirement of Regulation 34(3) of the SEBI (LODR)
Regulations, 2015 read with Schedule V of the Listing
Regulations is given as under.

MANAGEMENT DISCUSSION & ANALYSIS:

Industry Outlook and Opportunities:

Market Development:

The Indian fertilizers industry plays a crucial role in
supporting the country's agricultural sector, which sustains
nearly half of the population's livelihood. Over the past
decade, domestic fertilizer production has grown steadily
from 38.6 million tonnes in 2011-12 to about 50.5 million
tonnes in 2023-24, supported by significant capacity
expansions. The industry's installed capacity reached 56.3
million tonnes in 2023-24 and is projected to cross 57.4
million tonnes with fresh additions of around 1.1 million
tonnes in 2024-25, followed by a record 2 million tonnes in
2025-26. Notably, a majority of these additions are in the
non-urea segment, including DAP, MOP, and NPK fertilizers,
reflecting a push towards balanced nutrient use and
reducing import dependence. India remains heavily reliant
on imports, meeting about 60% of its DAP demand and 15%
of NPK requirements from overseas suppliers. Recent
disruptions in global supply chains, particularly a sharp fall in
DAP imports due to geopolitical tensions and Chinese export
restrictions, underscored the vulnerability of this reliance. To
address these challenges, the industry is investing
aggressively in new capacity, both to ensure soil health
through diversified fertilizer use and to mitigate the risks of
external supply shocks.

Risk Management Policy and Internal Adequacy:

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis.

The Company's internal control systems are commensurate
with the nature of its business and the size and complexity.

Internal Control System:

The company has implemented proper system for
safeguarding the operations/business of the company,
through which the assets are verified and frauds, errors are
reduced and accounts, information connected to it are
maintained such, so as to timely completion of the
statements. The Company has adequate systems of Internal
Controls commensurate with its size and operations to
ensure orderly and efficient conduct of business. These
controls ensure safeguarding of assets, reduction and
detection of fraud and error, adequacy and completeness of
the accounting records and timely preparation of reliable
financial information. The company has internal audit and
verification at regular intervals. The requirement of having
internal auditor compulsory by statue in case of listed and
other classes of companies as prescribed shall further
strengthen the internal control measures of company.

Associated Risk to the Business:

The Company emphasizes on those risks that threaten the
achievement of business objectives of the Group over the
short to medium term. An overview of these risks is provided
hereafter, including the actions taken to mitigate these risks
and any related opportunities:

i) Strategic and Commercial risks: being taken care by
the internal Risk Management Committee and
reporting to the Board on need basis.

ii) Regulatory compliance risks: The regulatory
environment has resulted into increased regulatory
scrutiny that has raised the minimum standards to
be maintained by the Company. This signifies the
alignment of corporate performance objectives,
while ensuring compliance with regulatory
requirements. The Company recognizes that
regulatory requirements can at times be
challenging, and therefore will, strive to understand
the changing regulatory standards, so as to
strengthen its decision-making processes and
integrate these in the business strategy of each of
the industries in which it operates. Drive business
performance through the convergence of risk,
compliance processes and controls mechanisms to
ensure continued operational efficiency and
effectiveness.

iii) Financial risks: It includes among others, exposure
to movements in interest rates and the Company
also maintains sufficient liquidity, so that it is able
to meet its financial commitments on due dates and
is not forced to obtain funds at higher interest rates.

iv) Day-to-day Risk Management: Management and
staff at the Company's facilities, assets and
functions identify and manage risk, promoting safe,
compliant and reliable operations. These
requirements, along with business needs and the
applicable legal and regulatory requirements,
underpin the practical plans developed to help
reduce risk and deliver strong, sustainable
performance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Regulation 15 of the SEBI (LODR) Regulations,
2015 which states that Regulation 22 of the SEBI (LODR)
Regulations, 2015 is not applicable to the Company.
However, Your Company has voluntarily established a vigil
mechanism named vigil mechanism/whistle blower Policy
pursuant to Section 177 (10) of the Companies Act, 2013
which is available on website of the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The names of companies which have become or ceased to
be its Subsidiaries, joint ventures or associate companies
during the year:

During the financial year 2024-2025 your Company has not
become or ceased to be its Subsidiaries, joint ventures or

associate companies. Further, the Company is not having any
Associates and Joint Ventures during the year or any period
under review. However, your company is having Subsidiary
Company, Details of the same is enclosed:

Consolidated Financial Statements

Your company is not having any Associate or Joint Venture
Company during the year under review. However, your
company is having a Subsidiary company and as per the
requirement of IND (AS) and the Companies Act, 2013 the
Consolidated Financial Statements is also being prepared.
Further Form AOC-1 is attached in the Board report as
'Annexure-1' as per the requirement of the Companies Act,
2013.

BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL:
Constitution of the Board

The Board of directors included total of 6 (Six) Directors,
which includes 3 (Three) Independent Women directors, 2
(Two) Executive Director and 1 (one) Managing Director. The
Chairman of the Board is an Executive Director. The Board
members are highly qualified with the varied experience in
the relevant field of the business activities of the Company
which plays significant roles for the business policy and
decision making process and provide guidance to the
executive management to discharge their functions
effectively.

Board Independence

Our definition of 'Independence' of Directors or Regulation
is derived from Regulation 16 of SEBI (LODR) Regulations,
2015 and section 149(6) of the Companies Act, 2013. The
Company is having following 3 (Three) independent
directors:

1. Mr. Amod Jha (DIN-10531101) (resigned w.e.f.
01/08/2024)

2. Ms. Aashi Neema (DIN-10149905)

3. Ms. Nupur Lodwal (DIN-10150318)

4. Ms. Sweena Gangwani (DIN-08852555) (appointed
w.e.f. 01/08/2024)

As per provisions of the Companies Act, 2013, Independent
Directors were appointed for a term of 5 (five) consecutive
years, but shall be eligible for re-appointment on passing of
a special resolution by the Company and shall not be liable
to retire by rotation.

Declaration by Independent Directors:

All Independent Directors have given their declaration that
they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013. Your directors
are satisfied about their independency.

Director Retire by rotation:

As per provisions of the Companies Act, 2013, Mr. Alok
Gupta (DIN: 00321894), Director of the company retires by
rotation at the ensuing Annual General Meeting and, being
eligible, offer himself for re-appointment. Except this there
are no Directors to be retired by rotation during the period
under review.

Key Managerial Personnel:

Mr. Mohit Airen, Managing Director; Mr. Ravindra Kumar
Chourishi, Chief Financial Officer and CS Deepika Singh
(appointed w.e.f. 01/04/2024); have been categorized as the
Key Managerial Personnel within the meaning of section 203
of the Companies Act, 2013.

There is no change in the Key Managerial Personal during the
year 2024-25.

Meetings of the Board:

The Board meets at regular intervals to discuss and decide
on Company/business policy and strategy apart from other
Board business. However, in case of a special and urgent
business need, the Board's approval is taken by passing
resolutions through circulation, as permitted by law, which
are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all
the Directors. Meetings of the Board are held in Indore, at
the Registered Office of the Company. The Agenda of the
Board meetings are circulated at least a week prior to the
date of the meeting. The Agenda for the Board and
Committee meetings includes detailed notes on the items to
be discussed at the meeting to enable the Directors to take
an informed decision.

The Board met 10 (Ten) times during the financial year
2024-25:

Independent Directors' Meeting:

In due compliance with the provisions of the Companies Act,
2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate meeting of Independent Directors was held
on March 8, 2025.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT &
REMUNERATION:

The Board has, on the recommendation of the nomination
and remuneration committee framed a nomination,
remuneration and evaluation policy which lays down the
criteria for identifying the persons who are qualified to be
appointed as directors and, or senior management
personnel of the company, along with the criteria for
determination of remuneration of directors, KMP's and
other employees and their evaluation and includes other
matters, as prescribed under the provisions of section 178 of
Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulations, 2015. Policy of the Company has been given at
the website of the Company at Link:-
http://www.balajiphosphates.com The details of the same
are also covered in Corporate Governance Report forming
part of this annual report.

ANNUAL EVALUATION BY THE BOARD:

The evaluation framework for assessing the performance of
Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board
Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future
growth of Company and its performance

iv. Providing perspectives and feedback going beyond
information provided by the management

v. Commitment to shareholder and other stakeholder
interests

The evaluation involves Self-Evaluation by the Board
Member and subsequently assessment by the Board of
Directors. An executive member of the Board does not
participate in the discussion of his evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(5) of the Companies Act, 2013 that:

a. in the preparation of the annual financial
statements for the year ended 31^st March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b. such accounting policies as mentioned in Note 1 to
the Financial Statements have been selected and
applied consistently and judgment and estimates
have been made that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of Company as at March, 31^st2025 and of the
Profit of the Company for the year ended on that
date;

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

d. the annual financial statements have been
prepared on a going concern basis;

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

f. systems to ensure compliance with the provisions
of all applicable laws were in place and were
adequate and operating effectively.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Board of Directors has devised systems, policies and
procedures / frameworks, which are currently operational
within the Company for ensuring the orderly and efficient
conduct of its business, which includes adherence to
Company's policies, safeguarding assets of the Company,
prevention and detections of frauds and errors, accuracy and
completeness of the accounting records and timely
preparation of reliable financial information. In line with best

practices, the Audit Committee and the Board reviews these
internal control systems to ensure they remain effective and
are achieving their intended purpose. Where weaknesses, if
any, are identified as a result of the reviews, new procedures
are put in place to strengthen controls. These controls are in
turn reviewed at regular intervals.

Nothing has come to the attention of the Directors to
indicate that any material breakdown in the function of
these controls, procedures or systems occurred during the
year under review. There have been no significant changes
in the Company's internal financial controls during the year
that have materially affected, or are reasonably likely to
materially affect its internal financial controls. There are
inherent limitations to the effectiveness of any system of
disclosure, controls and procedures, including the possibility
of human error and the circumvention or overriding of the
controls and procedures.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS
U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT:

There were no instances for other than reportable fraud to
the Central Government covered under section 134(3) (ca)
of the Companies Act, 2013. Further that, the auditors have
not found any fraud as required to be reported by them
under section 143(12) to the Central Government during the
year 2024-25.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act,
2013, the Board has following 4 (Four) Committees as
follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

Details of all the Committees along with their charters,
composition and meetings held during the year, are
provided in the "Report on Corporate Governance", as
annexed to this Annual Report as per Schedule V of the SEBI
(LODR) Regulations, 2015.

RELATED PARTY TRANSACTIONS & POLICY:

All related party transactions that were entered into during
the financial year were on an arm's length basis and are in
the ordinary course of business. As per Regulation 15 of the
SEBI (LODR) Regulations, 2015 the Regulation No. 17 to 27,
46(2)(b)(i) and Para C, D E of the Schedule V being SME listed
entity is not mandatory. However, there are certain
transactions which are material in nature and hence the
company is attaching Form AOC-2 as 'Annexure 2’ as a part
of the Board Report.

There are no material 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.

All Related Party Transactions are placed before the Audit
Committee and also the Board for approval. The transactions
entered into are audited and a statement giving details of all
related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on
a quarterly basis. The statement is supported by a Certificate
from the MD and the CFO of the Company has developed a
Related Party Transactions Manual, Standard Operating
Procedures for purpose of identification and monitoring of
such transactions.

The policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website. (Link: -
www.balajiphosphates.com).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:

There has been no order passed by any authority which
impacts the going concern status and company's operations
in future during the year under review.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic
form and the Company has established connectivity with
both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered
by the Depository system, Members are requested to avail
the facility of dematerialization of shares with either of the
Depositories as aforesaid. As on March 31, 2025-100% of the
share capital stands dematerialized.

AUDITORS & THEIR REPORT:

Statutory Auditors

M/s Mishra Rajiv Kamal & Associates (FRN: 006752C),
Chartered Accountants, Indore (M.P.), Statutory Auditors of
the company were appointed as Statutory Auditor of the
company in Annual General Meeting of the company held on
30^th September, 2024 for the period of five years and they
shall hold office of the Statutory Auditor of the company
until the conclusion of the forthcoming Annual General
Meeting of the year 2029.

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, the
Company has appointed CS Dipika Kataria, Practicing
Company Secretary (Membership No. F8078; COP No. 9526),
to undertake the Secretarial Audit of the Company for the
year, 2024-25. The Report of the Secretarial Audit Report in
the Form MR-3 is annexed as "Annexure 3" of this Report.

Further pursuant to the provisions of the Companies Act,
2013 read with applicable rules made thereunder (including
any statutory modification(s) or reenactment(s) thereof, for
the time being in force) and as per guidelines, regulations,

circulars and clarifications issued by the Ministry of
Corporate Affairs ("MCA"), Securities and Exchange Board of
India ("SEBI") and any other statutory or regulatory
authorities and pursuant to the recommendation of the
Audit Committee and Board of Directors, CS Dipika Kataria,
Practicing Company Secretaries (Membership No. F8078;
COP No. 9526), Indore is hereby proposed to be appointed
as Secretarial auditor of the company to conduct Secretarial
audit of the company for the period of five consecutive years
commencing from FY 2025-26 till FY 2029-2030.

Your Board is pleased to inform that there is no such
observation made by the Auditors in their report which
needs any explanation by the Board

Cost Records and Audit:

The company has complied with the required provisions
related to Cost Audit Report of the Company and the report
was duly filed with the Ministry of Corporate Affairs.

Further, M/S M P TURAKHIA & ASSOCIATES, Cost
Accountant has been appointed as Cost Auditors at
remuneration as may be decided by the Board. The Cost
Auditors shall submit the report along with their
observations and suggestions, and Annexure to the Central
Government within stipulated time period.

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS:

A certificate of Non-Disqualification of Directors is also
required to be submitted and in this regard a certificate from
CS Dipika Kataria, Practicing Company Secretary that none of
the directors on the board of the company have been
debarred or disqualified from being appointed or continuing
as director by SEBI/MCA or any such authority is attached
and forms part of this report as Annexure 4.

CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(a) of the SEBI
(Listing Obligation & Disclosure Requirements) Regulations,
2015, the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21,
22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of
Schedule V shall not apply to the Company. Though the
Company is voluntarily complying with all the provisions and
provided the report on the Corporate Governance in
Annexure-5. Further the certificate for the same is attached
as Annexure -6.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most
important stakeholders. Accordingly, your Company's
operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness,
consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall
corporate reputation. Your Company is also committed to
create value for its other stakeholders by ensuring that its
corporate actions positively impact the socio-economic and

environmental dimensions and contribute to sustainable
growth and development.

Code of Conduct:

The Company has formulated the code of conduct for the
Board members and senior executives under the SEBI
(Substantial Acquisition of Shares and Takeovers)
Regulations 2011 and the SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time. A
certificate to that effect for the proper compliances given by
the Managing Director is annexed as the 'Annexure-10' with
this Report.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE
MEDIAN EMPLOYEE'S REMUNERATION AND PARTICULARS
OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and
the details of Top 10 employees given in the "Annexure-8".

During the year, none of the employees received
remuneration in excess of Rs. One Crore Two Lakhs or more
per annum or Rs. Eighty Lakhs Fifty Thousand per month for
the part of the year. Therefore, there is no information to
disclose in terms of the provisions of the Companies Act,
2013.

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'Annexure-9'.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

The Company successfully completed its Initial Public Offer
(IPO) of 71,58,000 equity shares of face value of Rs.10/- each
for cash at a price of Rs.70/- per equity share (including share
premium of Rs.60/- per equity share). However out of
71,58,000 equity shares, 12,18,000 Equity shares were
offered by Promoters (i.e MohitAiren - 6,09,000 Equity
Shares and Alok Gupta- 6,09,000 Equity Shares respectively)
to the public by way of Offer For Sale under IPO. The total
amount received was aggregating to Rs.415800000 ("the
offer"). The offer was open to the public from 28^th February
2025 and closed on 4^th March 2025 and received
overwhelming response. The Anchor Investors Bid/Offer
period was one Working Day prior to the Bid/Offer Opening
Date i.e. on 27^th February 2025. The allotment for Company's
IPO was finalized on 5^th March, 2025. The equity shares of
the Company were listed on National Stock Exchange of India
Limited Emerge ("NSE Emerge") effective from 7^th March,
2025. Skyline Financial Services Private Limited is the
Registrar and Share Transfer Agent of the Company.

The Board would like to bring to notice of the stakeholders
that the Company has complied with all the regulations as
mentioned above and initiated the process for revocation of
suspension.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2025
in Form MGT - 7 in accordance with Section 92(3) of the Act
read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at
www.balaiiphosphates.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has placed an Anti-Sexual Harassment Policy
in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013 under the guidance of Ms. Aashi
Neema. 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.

Further no complaint was received during the year under
review.

along with the following details: -

(a) number of complaints of sexual harassment received in
the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

CORPORATE SOCIAL RESPONSIBILITY:

Your Board is glad to inform that the Company has
contributed amount for the benefit of society and nation in
various areas as it understands that your company doesn't
operate in isolation from the rest of the world. As a company
we are an integral part of India and are thus deeply attached
to its people. As such we are responsible - collectively and
individually - for every action we take and its resultant
impact on the world around us, today and in comingyears.
Thus your Company has supported several community and
social initiatives covering educational, cultural, social and
environmental projects across the nation

As a part of its initiative under the "Corporate Social
Responsibility"(CSR) drive, the Company has undertaken
projects in the area of education and development of tribal
area. These projects are in accordance with schedule VII of
the Companies Act, 2013 and Company's CSR Policy. The
Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
annexed and forms integral part of the Annual Report as
Annexure-A.

REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT
U/S 131(1) OF THE
COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the
Financial Statements and Board's Report are incompliance
with the provisions of Section 129 or Section 134 of the
Companies Act, 2013 and that no revision has been made
during any of the three preceding financial years.

POLICIES

We seek to promote and follow the highest level of ethical
standards in all our business transactions guided by our
value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Companies Act, 2013
has mandated the formulation of certain policies for all listed
Companies. All the policies are available on our website
(www.balaiiphosphates.com). The policies are reviewed
periodically by the board and updated on need and new
compliance requirement.

DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE

SECRETARIAL

STANDARDS:

During the year under review, the Company has complied
with the provisions of applicable Secretarial Standards
issued by Institute of Company Secretaries of India.

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility under section
108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Amendment
Rules, 2015. The details regarding e-voting facility is being
given with the notice of the Meeting.

APPLICABILITY & PROCEEDING PENDING UNDER
INSOLVENCY & BANKRUPTCYACT, 2016 & THERE STATUS

There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the business of the Company.

DIFFERENCE IN VALUATION DONE AT ONE TIME
SETTLEMENT AND VALUATIONDONE WHILE TAKING LOAN
FROM BANKS & FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks
or any financial Institutions. Hence, the difference in
valuation does not arise.

WTD/CFO CERTIFICATION:

The Chief Financial Officer (CFO) have issued certificate
pursuant to the provisions of Regulation 17(8) of the
SEBI(LODR ) Regulations, 2015 certifying that the financial
statements do not contain any materially untrue statement
and these statements represent a true and fair view of the
Company's affairs. The said certificate is annexed and forms
part of the Annual Report as Annexure-7.

ACKNOWLEDGEMENTS:

The Directors thank the various Central and State
Government Departments, Organizations and Agencies for
the continued guidance and co-operation. The Directors
gratefully acknowledge all stakeholders of the Company viz.

customers, all the employees, members, vendors, banks and
other business partners for their excellent support received
during the year.

For and on behalf of the Board

Place: Indore Alok Gupta MohitAiren

Date: 05.09.2025 Director Managing Director

Balaji Phosphates Limited DIN: 00321894 DIN:00326470

CIN: U24123MP1996PLC067394