The Directors hereby present their "39^th ANNUAL REPORT" on the performance of the Company together with the audited financial
statements for the financial year ('FY") ended March 31,2025.

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 2024-25
PERFORMANCE DISCUSSSION

Bodal Chemicals Limited (BCL)

Bodal Chemicals Limited is an Integrated and Innovative company,
offering end-to-end solution to our customers globally. BCL is one
of the largest integrated companies with a diversified product
portfolio offering in dyestuff, dye intermediates, basic chemicals,
chlor alkali, benzene downstream products and water treatment
chemicals segments.

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 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
08 (Eight) Manufacturing units in operation:

-Ahmedabad-01,

-Vadodara-02,

-Bharuch-02

-Bay of Kambhat-01,

-SPS Unit (Kosi)-01

-Punjab-01.

All plants are Environment Complaint.

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

* Board of Directors at their meeting held on 27-05-2025 has
decided and approved to sell part of Unit - II of the company
located at VATVA, Ahmedabad. The said unit was inoperative
since long and not significant unit in terms of revenue or other
matters of the company. The unit will be sold at the prevailing
market rates and the selling price is also not substantial compared
to the size of the company.

Further, intimation of approval of Board was given by the
Company to respective Stock exchanges (BSE & NSE) on dated
27-05-2025.

* Board of Directors at their meeting held on 27-05-2025 has
decided and approved to sell Unit - III of the company. The said
unit was inoperative since long and not significant unit in terms

of revenue or other matters of the company. The unit will be sold
at the prevailing market rates and the selling price is also not
substantial compared to the size of the company.

Further, intimation of approval of Board was given by the
Company to respective Stock exchanges (BSE & NSE) on dated
27-05-2025.

* During the year under review, the company has found some
opportunities in manufacturing salt free dyes, generally used
in the textile. Salt free dyes have good business and returns in
future. So, the Board of Directors at their meeting held on 10^th
day of February 2025 have decide to set up and run a project for
manufacturing salt free dyes at Unit IV of the company located
at Vatva, Ahmedabad. The said plant has enough facilities and
machinery which can be used to start production of salt free dyes.
Hence, The Board of Directors has decided to restart production
activities at the manufacturing facilities of Unit-4 located at Vatva
GIDC, Ahmedabad, Gujarat, which was closed by company and
has also been informed to Exchange through its letter number
Sec/24-25/18 dated 24^th May 2024.

* Further, during the year, your company has decided to
permanently stop production activities at the manufacturing
facilities of Unit-1 located at Vatva GIDC, Ahmedabad, Gujarat.
The company has manufacturing facilities of Dye Intermediate
and Dyestuffs at Unit - 1. These are small and very old plants
constructed between 1989 to 1993. Due to technological
changes this plant is no longer economically viable. Operating
capacity has been very low at this plant 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

BCL has its inhouse R&D Lab:

-1 - Vadodara- Gujarat
Company's Operation are Covered:

- Sulphur & Bulk Chemicals

- Dyestuff

- Dye Intermediates

- Chlor Alkali

- TCCA- Water Purification

- Benzene Derivative (MCB, PNCB, ONCB and Upcoming value
chain products)

- Thionyl Chloride (TC)

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 the 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 2024-25 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 Chemicals Product.

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 FY2024-25 are
available on website of the Company at www.Bodal.com

SENER BOYA KIMYA TEKSTIL SANAYI VE
TICARETANONIM SIRKETI,

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 FY2024-25 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 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, an Associate Company of the
Company incorporated 27^th October 2020 as Section 8 Company
to run as Non-Profit Organization. Further, It is not Material
Subsidiary as pe the SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015.

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

SENPA DIS TICARET ANONIM SIRKETI- Step Down
Subsidiary company of the Company

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

During the year Under review, Your Company has incorporated a
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
as Annexure-1. Further Company shall place separate audited
accounts of the subsidiaries Company 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.

Further, Financial results of the Company are available on the
website of Bodal Chemicals i.e. www.bodal.com

CAPITAL STRUCTURE & LIQUIDITY
Authorised Share Capital

During the FY 2024-25, Authorised Share Capital of the company
stood at ' 71,15,00,000/- (Seventy One Crores Fifteen Lakhs Only)
comprising Equity Share Capital of ' 43,65,00,000 (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
(Twenty Seven Crore Fifty Lakhs) divided into 2,75,00,000 (Two

Crore Seventy Five Lakhs) Preference Shares of ' 10/- (Rupees
Ten) each.

During the year under review, there is no change in authorised
capital of the Company.

Issued and paid-up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the
Company as at 31^st March 2025 was '251.88 million divided into
12,59,44,065 Equity Shares, having face value of '2 each.

During the year Under Review, the Board of Directors of the
Company has allotted 1,54,500 Equity share in pursuant of Bodal
ESOP Scheme 2017 to eligible employee of the Company on 14^th
August 2024.

Employees Stock Option (ESOP/ESOS)

- Allotment under ESOP:

During the year Under Review, Board of Directors of the
Company at their meeting held on 14^th August 2024 has
issued and allotted of 1,54,500 (Grant-06) 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, No Option was granted
during the year.

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 2024-25 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 2025, the Total Debt was ' 9,059.36 Million, cash
and Cash Equivalents were ' 137.63 Million resulting in Net Debt
of ' 8,921.73 Million (' 8,784.69 Million as on 31^st March 2024) Total
Debt consisted of ' 4,994.54 Millions of working capital loans and
' 4,064.82 Millions of long-term loans.

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, You Company has transferred
61,665 No of Shares to IEPF Account for unclaimed Dividend for
7 years from the date of Declaration of Dividend for FY 2016-17
(2^nd 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 2024-25 is stated in
the Corporate Governance report of the Company, which is part
of this Director's Report forming part of this Annual Return.

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 2024-25 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 12,59,44,065 Equity Shares of '2 each fully
paid, listed on the National Stock Exchange (NSE) and Bombay
Stock Exchange (BSE) as on 31^st March 2025. The Company

confirms that it has paid annual listing fees for the financial year
2025-26 to both the Exchange (BSE & NSE) where the Company's
equity shares are listed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS' APPOINTMENT, RETIREMENT AND
RESIGNATION

During the year under review, there is no change in Directors of
your Company.

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 2025.

APPOINTMENT OF DIRECTORS

On the recommendation of Nomination and Remuneration
Committee, Board of Directors had recommended appointment
of Mr. Mayank K Mehta having DIN: 03554733, for his 2^nd Term
for period of 5 (Five) year at Board Meeting held on 12^th August
2025. The other stipulated details are mentioned in the Notice
of Annual General Meeting forming part of Directors' report. His
appointment is subject to your approval at the ensuing Annual
General Meeting.

On the recommendation of Nomination and Remuneration
Committee, Board of Directors had recommended appointment
of Mr. Suresh J. Patel as chairman and Managing Director and Mr.
Bhavin S. Patel as Executive Director of the company for period
of 3 (three) years at their Board Meeting held on 12^th August
2025. The other stipulated details are mentioned in the Notice
of Annual General Meeting forming part of Directors' report. His
appointment is subject to your approval at the ensuing Annual
General Meeting.

Mr. Rajarshi Gosh, (having DIN: 08715159) Director-HSE, retire by
rotation at the ensuring Annual General Meeting. He is being
eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified from being
appointed as Directors as specified under Section 164 of the
Companies Act, 2013.

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. During the year under review, there is no change
in KMP of your Company.

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 has received Confirmation from Chairman of NRC
Committee of the Company that Appointment term and
Remuneration are decided by the NRC Committee 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- https://
www.bodal.com/files/titlepdf1745841399 680f6cf79b846.pdf

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, 4(Four) 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 15^th February 2025. Meeting dated 15^th February 2025 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:

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

0 Review the performance of the Chairperson of the Company,

taking into account the views of Executive Directors and
Non-executive Directors.

0 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.

AUDITORS
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 and
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 2025 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.

M/s Naresh J. Patel & Co. intends to merge with M/s. B N P S and
Associates LLP, Chartered Accountants having Firm Registration
No. 008127S/S200013. M/s Naresh J. Patel & Co. is going to apply
for merger with M/s. B N P S and Associates LLP in month of Augusl
2025. The Company has received aforesaid information on 07th
August 2025 through a letter issued by M/s. Naresh J. Patel & Co
Consequent upon completion of aforesaid merger, the Board ol
Directors, upon recommendation of audit committee and subjecl
to approval of shareholders has approved the appointment ol
M/s. B N P S and Associates LLP as statutory auditor in its meeting
held on 12^th August 2025 and recommended for approval of the
shareholders of the Company on the same terms and condition:
including remuneration and tenure on which M/s Naresh J. Pate
& Co. was appointed by the shareholders and Board of directors
of the company.

M/s. B N P S and Associates LLP has been in the profession for ovei
27 years. They serve multiple listed companies and have extensive
experience in the field of Audit. Ms/. B N P S and Associates LLF
has 14 partners with 5 offices across the country.

The Audit Committee and the Board of Directors has
recommended appointment of M/s. B N P S and Associates LLF
as the Statutory Auditors to the members in ensuing genera
meeting.

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 or
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 Manageria
Personnel) Rules, 2014, the Company has appointed Mr. Tapar
Shah, Practicing Company Secretary as a Secretarial Auditor tc
conduct Secretarial Audit of the Company for the financial yeai
2024-25 (Period from 01.04.2024 to 31.03.2025).

The Report of Secretarial Auditor for the financial year 2024-25 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 24-25 from Tapan Shah, Practicing Company Secretary anc
same to be filed with the Stock Exchanges (BSE & NSE).

The Board of Directors has recommended the appointment
of M/s Shah & Shah Associates, Company Secretaries, (Unique
Identification No.: P2000GJ013500), as the Secretarial Auditor ol
the Company, pursuant to the provisions of Regulation 24A of SEB
(Listing Obligations and Disclosure Requirements) Regulations
2015 and Section 204 of the Companies Act, 2013 and rules made
thereunder to carry out Secretarial Audit for consecutive 5 years
i.e. from the FY 2025-26 to FY 2029-30.

Written consent of the Secretarial Auditors and confirmation
to the effect that they are eligible and not disqualified to be
appointed as the Auditors of the Company in the terms of the
provisions of the Listing Regulations, the Companies Act, 2013
and the rules made thereunder is obtained.

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 2025-26. 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 2024 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.

HUMAN RESOURCES -

Bodal Chemicals recognizes that its employees are the
cornerstone of its success. The Company fosters a culture of
diversity and inclusion, understanding its vital role in driving
innovation and excellence. Bodal's commitment to talent
management is evident in its ability to attract, retain and develop
a high performing workforce. This dedication has played an
instrumental role in the Company's remarkable growth trajectory.
Bodal fosters a collaborative environment where individuals
work cohesively towards shared goals and achieve collective
growth. Understanding the importance of continuous learning,
Bodal prioritizes employee development. The Company offers
comprehensive training and development programmes to
motivate and empower its workforce. These rigorous programmes
ensure employees stay abreast of industry advancements and
best practices, attracting and retaining top talent. Successfully
implementing impactful HR initiatives and people management
practices demonstrates Bodal's human resources commitment.
By prioritising employee well-being, career advancement and
skill development, Bodal creates a positive and engaging work
environment that fosters loyalty.

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 a nalysis 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 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 2025 is
available at the company's website at www.bodal.com and
can be accessed at weblink https://www.bodal.com/files/
report 1754053261 688cba8d1c3af.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 workplace 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 weblink: https://www.bodal.com/corporate-governance.php

ANNUAL ACCOUNTS OF SUBSIDIARIES COMPANIES

The Accounts of the Subsidiary Companies for the financial
year ended on 31^st March 2025 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 2024-25 are available on the Company's website at
www.bodal.com and its weblink https://www.bodal.com/annual-
report-audit.php 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://www.bodal.com/files/
titlepdf1751446303 6864f31f31eed.pdf

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 from
Website of the Compa ny 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 years, 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 that for the nation's 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 "Unstoppable Yuva" 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.
Details of Implementing Agency are mentioned in CSR Annual
Report, which is part of this Annual report.

Detail of CSR Policy and Annual Report on CSR for FY 2024-25 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
2025, 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 as also 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

No Significant and Material Orders passed by the Regulators or
Courts or Tribunals 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 2025, 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 2025 on a going concern
basis;