Bodal Chemicals Ltd

To THE MEMBERS OF BODAL CHEMICALS LIMITED,

The Directors hereby present their "38^th ANNUAL REPORT" on the performance of the Company together with the audited financial statements for the financial year ('FY") ended March 31, 2024.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with figures of the previous year are as follows:

Note: Previous year's figures have been recast wherever necessary.

The Financial year under review 2023-24 PERFORMANCE DISCUSSSION

(On Consolidated basis)

Factors that leading to performance of the Company in FY 23-24:

- During the year, Sale Revenue from Dye Intermediates was ' 4,524 mn, 15% improvement on YOY basis. Revenue from Dyestuffs during FY24 was 4,705 mn, 13% degrowth on YOY basis. Revenue from Basic Chemicals during FY24 was ' 1,214 mn, degrowth of 30%.

- During the year, Chlor Alkali business has reported de-growth in revenue as well as steep decline in margin due to adverse market condition of Caustic-Chlorine industry. In FY24, post up-gradation capex, despite of growth in volume by 17%, due to a substantial price reduction, Chlor Alkali revenue stood at 2,685 mn, a de growth of 18% on YoY basis.

Bodal Chemicals Limited (BCL)

Bodal Chemicals Limited is a Integrated and Innovative company, offering end-to-end solution to our customers globally. Company is among world's largest manufacturer and exporter of Dyes Intermediate, Dyestuff and Sulphuric Acid, with vertically and horizontally integrated who provides product solutions and service solution on fastest possible route to their customers.

Bodal Chemicals Limited having its presence not only in India but across the Globe and serving to 35+ countries with its Innovative products and services. It is coupled with company's technical know- how, & expertise in manufacturing of Dyestuff, Dyes Intermediate & other Specialty Chemicals. Company's growth is propelled with the support of team members and management professionals, who work diligently to take the organization to newer heights year-on-year.

Company's Manufacturing Facilities:

BCL has its manufacturing units across India, where Company manufactures different products. At present Company have total 7 (Seven) Manufacturing units in operation:

- Vadodara-3,

- Saykha-1

- Kambhat-1,

- SPS Unit (Kosi)-1

- Punjab-1.

All plants are Environment Complaint.

Company's' Manufacturing units produces different specialty chemicals and products for Textile, Paper, Plastic, Leather, Water purification and many other.

Further, during the year, your company has decided to permanently stop production activities at the manufacturing facilities of Unit-1, Unit-3 and Unit-4 located at Vatva GIDC, Ahmedabad, Gujarat. The company has manufacturing facilities of Dye Intermediate and Dyestuffs at Unit - 1, Dye Intermediate at Unit - 3 and Dyestuffs at Unit - 4 respectively. These are small and very old plants constructed between 1989 to 1993. Due to technological changes these plants are no longer economically viable. Operating capacity has been very low at these plants for the last several years. Further, the Company has already increased capacity by doing debottlenecking for Dye Intermediate at UNIT 6 and UNIT 7. Hence, it will not result in any major production loss for the company. Overall efficiency will improve due to the reduction of fixed overheads.

Furthermore, Company will dismantle said manufacturing facilities and it will lead to reduction of less than 3% in the total tonnage production capacity of the company.

Company's Saykha Greenfield Project has commenced its commercial operation of Benzene Downstream products on 29^th December 2023 by starting production of MCB. also Company has started production of other products i.e. PNCB and ONCB on 16^th March, 2024. These specialty products are expected to stabilized by Q2FY25.

BCL has its inhouse R&D Lab:

-1- Ahmedabad-Gujarat -2- Vadodara- Gujarat

Company's Operation are Covered:

- Dyestuff

- Dye Intermediates

- Bulk Chemicals

- Sulphuric Acid and its derivates.

- Chlor Alkali

- TCCA- Water Purification

- Benzene Derivative (MCB, PNCB, ONCB)

- Thionyl Chloride (TC)

Company's 11 Depots: (Exclusive Distribution Warehouse)

-7- India -1- China -1- Turkey -1- Bangladesh -1-Indonesia

Bodal Chemicals Limited is listed:- ISIN: INE338D01028

-BSE Ltd. (Bombay Stock Exchange) Code: 524370

-National Stock Exchange of India Ltd. (NSE) Code: BODALCHEM

BODAL CHEMICALS LIMITED

FINANCIAL PERFORMANCE OF SUBSIDIARIES:

BODAL CHEMICALS TRADING PVT LTD

Bodal Chemicals Trading Pvt Ltd, a Wholly Owned Subsidiary Company was incorporated in India on 07^th December 2018. It was incorporated with object of trading in chemical products. The Company has Commenced commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company for FY 2023-24 are available on website of the Company at www.bodal.com

BODAL CHEMICALS TRADING SHIJIAZHUANG LTD (CHINA)

Bodal Chemicals trading Shijiazhuang Ltd, a Foreign Wholly Owned Subsidiary of the Company incorporated in China in FY 2018-19, for trading activities in Chemical Products.

Apart from the trading activity within China, this company will become an important arm for bodal chemicals Ltd to distribute its final product i.e. dyestuffs in domestic market of China. This will also help sourcing of some raw materials from China to India. The Company has started commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further Financial Results of the Company for FY2023-24 are available on website of the Company at www.Bodal.com

SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI

SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI is a Foreign wholly owned Subsidiary company of Bodal Chemicals Limited. Apart from the trading activity within Turkey, this company will become an important arm for Bodal Chemicals Ltd to distribute its final product i.e. dyestuffs in domestic market of Turkey and reach out to other Local Areas. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Looking at the Business Growth perspective, Your Company had acquired remaining 20% Stake of SENER BOYA- from existing Shareholders of the Company and SENER- Turkey has become Wholly Owned Subsidiary Company of Bodal Chemicals Ltd w.e.f. 28^th March 2022 by owing 100% Equity Stake.

Relevant Disclosures Under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 were also intimated to Stock Exchanges (BSE & NSE) along with required information.

Further Financial Results of the Company for FY2023-24 are available on website of the Company at www.Bodal.com

BODAL BANGLA LTD

Bodal Bangla Ltd, a Foreign Wholly Owned Subsidiary of the Company incorporated on 22^nd September 2019 in Bangladesh, for trading activities in Chemicals Products. The Company has started Commercial Operations. Further It is not Material Subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company are available on website of the Company at www.bodal.com

PLUTOECO ENVIRO ASSOCIATION

Plutoeco Enviro Association, a Associate Company of the Company incorporated on 27^th October 2020 as Section 8 Company for working as Non-Profit Organization.

Further, Financial Results of the Company are available on website of the Company at www.bodal.com

SENPA DIS TICARET ANONIM SIRKETI

SENPA DIS TICARET ANONIM SIRKETI is a Step-Down Subsidiary company of Bodal Chemicals Limited. SENPA DIS TICARET ANONIM SIRKETI is Wholly Owned Subsidiary of SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI which is subsidiary company of Bodal Chemicals Ltd incorporated in FY 2018-19 in Turkey.

PT BODAL CHEMICALS INDONESIA

Your Company has incorporated a Foreign Wholly Owned Subsidiary Company in Indonesia namely PT Bodal chemicals Indonesia

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report. Further

Company shall place separate audited accounts of the subsidiary Companies on the website of the Company at www.bodal.com

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report which forms part of this Report.

Authorised Share Capital

During the FY 2023-24, Authorised Share Capital of the company stood at ' 71,15,00,000/- (Rupees Seventy One Crores Fifteen Lakhs Only) comprising Equity Share Capital of ' 43,65,00,000 (Rupees Forty Three Crores Sixty Five Lakhs Only) divided into 21,82,50,000 (Twenty One Crores Eighty Two Lakhs Fifty Thousand) Equity Shares of ' 2/- (Rupees Two) each and Preference Share Capital of ' 27,50,00,000 (Rupees Twenty Seven Crore Fifty Lakhs only) divided into 2,75,00,000 (Two Crore Seventy Five Lakhs) Preference Shares of ' 10/- (Rupees Ten) each.

Issued and paid-up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31^st March 2024 was ' 25,15,79,130/- (Rupees twenty five crores fifteen lakhs seventy nine thousand one hundred thirty only) divided into 12,57,89,565 Equity Shares, having face value of ' 2 each.

During the year Under Review, the Company has allotted 1,66,100 No of Equity shares in pursuant of Bodal ESOP Scheme 2017 to eligible employees of the Company on 17^th June 2023.

- Allotment under ESOP:

During the year Under Review, NRC Committee of the Company at their meeting held on 17^th June 2023 made allotment of 1,66,100 (Grant-05) equity shares of ' 2/- each at a premium of ' 8/- per share, pursuant to exercise of options under the ESOP-2017 Scheme.

- Grant of Stock Options

During the year under reviews, Nomination and Remuneration Committee of Board of Directors of the Company at its meeting held on 17^th June, 2023 had considered, approved and made grant of 1,66,100 No. of Stock Options (Grant-06) under Bodal Chemicals Limited- ESOP 2017

Disclosure Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, intimated to Stock Exchanges (BSE & NSE).

Details and Summery of Employee Stock Options granted/ vested/exercised during the year 2023-24 are given in "Annexure 2" to this report.

General Reserve

During the year under review, your directors do not propose to transfer any amount to the General Reserve.

Term Loan and Working Capital

As on 31^st March 2024, the Total Debt was ' 8,969.67 Million, cash and Cash Equivalents were ' 184.98 Million resulting in Net Debt of ' 8,784.69 Million (' 7,493.68 Million as on 31^st March 2023). Total Debt consisted of ' 4,539.69 Millions of working capital loans and ' 4,429.98 Millions of long-term loans.

RATINGS

The credit rating for the Company for last two years are as below: -

DIVIDEND

During the year under review, The Board of Directors of your Company ("Board"), After considering the relevant circumstances, current business environment and keeping in view of Company's Dividend Distribution Policy has decided that it would be prudent not to recommend any dividend for the year under review.

TRANSFER OF UNCLAIMED SHARES & DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act, 2013 mandates that companies shall transfer dividend that remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

During the year under review, Your Company has transferred 12175 No of shares to IEPF Account for unclaimed Dividend for 7 years from the date of declaration of Dividend for FY 2015-16 (2^nd Interim Dividend).

During the year under review, Your Company has transferred 12506 No of Shares to IEPF Account for unclaimed Dividend for 7 years from the date of Declared of Dividend for FY 2016-17 (1^st Interim Dividend).

Further, The Company has uploaded complete details of such Shares which were already transferred to DEMAT Account of IEPF Authority on its website:- www.bodal.com

Furthermore, Shareholders may claim back the shares which were already credited along with the unclaimed dividend amount from IEPF Authority after following the procedures prescribed under IEPF Rules. The procedure for claiming the same is available at www.mca. gov.in and www.iepf.gov.in.

Further, Details of IEPF Claim during the FY 2023-24 is stated in the Corporate Governance report of the Company, which is part of this Director's Report forming part of this Annual Report.

PUBLIC /FIXED DEPOSITS

During the year under review, The Company has not accepted any deposit. There were no deposits remaining unpaid/ unclaimed as at the end of the financial year 2023-24 and as such no amount of principal or interest was outstanding, as on the date of the balance sheet.

LISTING OF SECURITIES

Bodal Chemicals has 125789565 Equity Shares of ' 2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) as on 31^st March 2024. The Company confirms that it has paid annual listing fees for the financial year 2024-25 to both the Exchange (BSE & NSE) where the Company's equity shares are listed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors' Appointment, Retirement and Resignation

Bodal Chemicals has 8 (Eight) Directors including 4 (Four) Executives Director and 4 (Four) Independent cum Non-Executive Director including a women director at the end of financial year 31^st March 2024.

KEY MANAGERIAL PERSONNEL

- Mr. Suresh J Patel, Chairman and Managing Director (DIN: 00007400)

- Mr. Bhavin S Patel, Executive Director (DIN:0030464)

- Mr. Ankit S Patel, Executive Director (DIN: 02173231)

- Mr. Mayur B Padhya, Chief Financial Officer

- Mr. Ashutosh B Bhatt, Company Secretary

Are the key managerial Personnel of the Company as on the date of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all Independent Directors that they meet the Criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013 and regulations 27 (2) of the SEBI (LODR) regulations, 2015 (Listing regulations). There were no pecuniary transactions entered into with the Independent Directors apart from sitting fees.

REMUNERATION OF DIRECTORS AND KMP

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, disclosures pertaining to remuneration of Managerial employees, a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure 3 which forms part of this Report.

Company received Confirmation from Chairman of NRC Committee of the Company that Appointment term and Remuneration decided by the NRC Committee are based on NRC Policy of the Company.

REMUNERATION POLICY

The Company has in place a Remuneration policy for the Directors, KMP and Other employees pursuant to the provisions of the Act and the Listing Regulations which is explained in Corporate Governance Report and which forms a part of the Board's Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing Programme where Directors in the course of meetings of the Board of Directors give information about Chemical Business developments, Expansion of the Company and various amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (Listing Obligation and Disclosures Requirement) regulations, 2015 (herein referred to as "Listing Agreement"), Prohibition & Insider trading regulations, and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company.

Details of the Familiarization Programme for Independent Directors are available on the website of the Company at www.bodal.com

DIVERSITY OF THE BOARD

The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates.

BOARD MEETINGS

During the year under review, 5(Five) Board Meetings of Board of Directors were held. Details of the Composition of Board and its Committees and meetings held and Attendance of Directors at such Meetings and other relevant details are provide in the Corporate Governance report, forming part of this Director's Report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 13^th February 2024. Meeting dated 13^th February 2024 held without the presence of Non-Independent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the following matters were, inter-alia discussed in the meeting:

> Review the performance of Non-Independent Directors and the Board as a whole

> Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- executive Directors.

> Assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board Members to effectively and reasonably perform their duties.

BOARD'S ANNUAL EVALUATION

In terms of the requirements of the Companies Act, 2013, and the Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the Directors. The Evaluation framework adopted by the Board is set out in the Corporate Governance Report.

STATUTORY AUDITORS

Members at its 36^th Annual General Meeting held on 26^th September 2022 appointed M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Registration No.: 123227W) as Statutory Auditor of the

Company to hold office from conclusion of 36^th Annual General Meeting of the Company until the Conclusion of 41^st Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act 2013 Code of Ethics issued by institute of Chartered Accounts of India.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditor's Comments on the Company's Accounts for the financial year ended on 31^st March 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Companies Act, 2013.The Auditor's Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s. Rashmin R. Patel & Co., Chartered Accountants (FRN: 132265W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, Practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2023-24 (Period from 01.04.2023 to 31.03.2024).

The Report of Secretarial Auditor for the financial year 2023-24 is set out as Annexure 4 and it forms a part of this Report.

Further, under regulation 24A of SEBI (LODR) Regulations, Company has received Secretarial Compliance Report for the FY 23-24 from Tapan Shah, Practicing Company Secretary and same to be filed with the Stock Exchanges (BSE & NSE).

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Company's product Dye Intermediates and Dyes. Based on this requirement and the recommendation made by the Audit Committee, the Board of Directors has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor for the Financial Year 2024-25. The Company has received a written certificate from the Cost Auditor stating that their re-appointment, if made, would be within the prescribed limits under sections 141 of the Companies Act, 2013. The Cost Audit report for the FY 2023 has been filed within the prescribed time limits. The Cost Auditor's Report does not contain any qualification, reservation or adverse remark. Further, remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included in the Notice convening the Annual General Meeting.

During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the financial year under review is presented in Separate Section, forming part of the Annual Report.

CORPORATE GOVERNANCE

Bodal Chemicals Ltd. is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Company's approach to Corporate Governance.

Report on Corporate Governance is annexed and forms an integral part of this Annual Report. Certificate from Mr. Tapan Shah, Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

SECRETARIAL STANDARDS

Secretarial Standards for the Board and General Meetings (SS-1 & SS- 2) are applicable to the Company. The Company has complied with the provisions of both these Secretarial Standards.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

Industrial relations at all divisions of your Company have always been cordial and continue to be so. Your directors wish to place on record their appreciation for the co-operation received from employees at all levels.

HEALTH, SAFETY AND ENVIRONMENT-

It has been our continuous endeavor in Bodal Chemicals Ltd to create safe, healthy & environment friendly work practices with leadership and management support for sustainable business growth. Risk based approach is being adopted and applied in the manufacturing process and across the business for a safe and healthy outcome which in a way translates into revenue and acts as a catalyst in the overall growth of the organization. Cross functional participative approach is being practiced for engaging different functions for deeper involvement to create a holistic EHS culture. EHS risks are being managed to an acceptable level involving all stakeholders. Shop floor Safety hands on briefing and training in the form of TBT (Tool Box Talks) and OJT (On Job training) to adopt safe work practices is being actively practiced. PPE's are being provisioned to all employees and workforce. All employees are encouraged to report near misses and all workplace incidents are collected and evaluated by doing a root cause analysis to prevent re occurrence. During staff interactions feedback on EHS is actively sought and suggestions are being collected and evaluated for adoption as the case may be. Following this approach, there is a dip in numbers which is a reflection of positive EHS change amongst all with increased risk awareness. Regular mock exercises are being practiced at all our plants as part of Emergency Planning, Preparedness and Response. The improvement areas are noted and further adopted going forward to enhance efficiency and effectiveness to deal with any incidents.

We believe in the philosophy, 'Good EHS practices' makes good business sense & Healthy & Safe workforce is a productive workforce. We have fully equipped OHC manned round the clock with well experienced Doctors and occupational nursing staff. In house Ambulance is also available. Pre medical check-up, annual medical check-up and special health awareness camps are conducted for employees. Medical Team has also initiated "Health Gallery" and company doctor conducts regular counselling sessions and health talks for employees.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2024 is available at Company's website at www.bodal.com and can be accessed at https://www.bodal.com/files/report1722508799_66ab65ff7c97c.pdf

ENVIRONMENT PROTECTION

The Company has undertaken various environment friendly measures in its different Units for promoting a better environment. The Company has in place adequate pollution control equipment and all the equipment's are in operation.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

SAFETY & WELLBEING OF WOMEN AT THE WORKPLACE

Bodal Chemicals Ltd. has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has zero tolerance of sexual harassment at the work Place and is fully compliant with the prevailing laws on the prevention of sexual harassment of women at the workplace. As per the provisions of Sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Report on the details of the number of cases filed under sexual harassment and their disposal is as under:

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The provisions of Section 177(9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for Directors and employees. Bodal Chemicals Ltd. has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to all the employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. Details of complaints received and the action taken are reviewed by the Audit Committee. No concerns or irregularities have been reported by employees/directors till date.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. None of the Company's personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Company's website and its web link https://bodal.com/live.php?data=6_l2

ANNUAL ACCOUNTS OF SUBSIDIARIES COMPANIES

The Accounts of the Subsidiary Companies for the financial year ended on 31^st March 2024 will be made available to any shareholder of the Company on request and will also be available for inspection at the registered office of the Company during working hours till the date of the Annual General Meeting.

Statement containing salient features of financial statements of subsidiaries and Associates pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)

Rules, 2014 is annexed to this Report in the prescribed Form AOC-1, as "Annexure 1"

The Audited Financial Statements of Company's subsidiaries for financial year 2023 are available on the Company's website at www. bodal.com and the same are also available for inspection at the Registered Office of the Company. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Company has laid down policy on material subsidiaries and none of the subsidiary is material subsidiary as per the Policy. The policy is placed on the website of the Company and its weblink is https://bodal.com/live.php?data=6_l2

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure 5 to this Report.

RISK MANAGEMENT & INTERNAL CONTROL

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the Management Discussion and Analysis Report forming part of the Directors' Report.

The Company deploys robust system of internal controls commensurate to the size of the Company and the complexities of its operations. These systems facilitate fair presentation of its financial results in a manner that is complete and reliable, ensure adherence to regulatory and statutory compliances, and safeguards investor interest by ensuring the highest level of governance and consistent communication with investors.

The Internal Auditors of the Company conduct financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirm the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

RISK MANAGEMENT COMMITTEE

Company had constituted Risk Management Committee and said Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-today operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. Committee has define Role and Responsibilities as per SEBI (Listing Obligation and Disclosures Requirement) Regulations. You can Access it from Website of the Company at www.bodal.com

The management of the Company is determining various aspects so as to be able to minimize the risk in all spheres of the Company's business from finance, human resources to business strategy, growth and stability.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company had not provided any corporate guarantee or provided any Securities on behalf of others.

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR Policy primarily rests on three broad tenets viz., Healthcare, Education & Community welfare and the same is within the ambit of Schedule VII of the Act.

Your Company has a strong focus on making company's CSR efforts more systematic and strategic. Company has established procedures for planning and implementation of major CSR activities in the areas surrounding the company's plants. Your Company is presently focused on the following key areas of CSR:

Bodal believes in inclusive development. Our business success interwoven with the welfare of the communities within which we operate. We believe in the lasting positive impact and ensure that society will harvest benefits of our initiatives for the longer time.

We believe for the nation development and growth education is the key and it is everyone's right to get better education. So we focus more on promoting education by supporting deserving students. Also, we drive Skill Development program, where our employee spare time and visit nearby villages and intervene with the school teachers and try to enhance their skill sets. This Program was undertaken digitally and physically.

Village Development: Under this program we associate with the village people, work with the Sarpanch and other senior members, study their issues and requirements towards the basic village infrastructure, and work directly with them to improve the infrastructure. It's also covers, proper clean drinking water, drainage system, Road, etc. It's also extended to the behavioral change program for the longer sustainability.

Encouraging Education and Empowering Children: we are associated with NGO "Yuva Unstoppable" and provide scholarship to deserving students and encourage them for their bright future.

Further, company continued several further initiatives under the CSR program, directly as well as through different agencies.

Further, Your Company continued several other initiatives under the CSR program, directly as well as through agency namely "Yuva Unstoppable" permitted under the Act.

Detail of CSR Policy and Annual Report on CSR for FY 2023-24 is annexed to this report as "Annexure 6" and forms part of this Report

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility Report for the year ended 31^st March 2024 as per clause (f) of sub regulation (2) of regulation 34 of Listing Regulations is annexed and forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on 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 the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit Committee and the Board for approval. The Company has developed a Related Party Transaction Policy for the purpose of identification and monitoring of such transactions. The Related Party Transaction policy is placed on the Company's website www.bodal.com and its web link- https://bodal.com/live.php?data=6_l2

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013, are disclosed in Form AOC-2 as Annexure 7

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year, Company received SEBI Order, Under Section 15-I of the SEBI Act, 1992 read with Rules 5 of the SEBI (Procedure for holding Inquiry and imposing Penalties) Rules, 1995, in the matter of M/s. Bhageria Industries Limited, where in Bodal is a Connected Party and for that through SEBI order dated 31^st March 2023, Penalty of ' 7 lacs was levied, which was paid by the Company as on 10^th May 2023. However, No Direct case/matter has been initiated against the Bodal.

No such material Order passed by the Regulators or Courts or Tribunals which is impacting the Going Concern Status of the Company.

INSURANCE

The Company's assets are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts for the financial year ended on 31^st March 2024 on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with provisions of all the applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your director place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. Your directors also sincerely thank all the stakeholders, professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.