bodal chemicals ltd Directors report

To THE MEMBERS OF BODAL CHEMICALS LIMITED,

The Directors hereby present their "37th ANNUAL REPORT" on the performance of the Company together with the audited financial statements for the financial year (‘FY") ended 31st March 2023

FINANCIAL RESULTS:

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

( Rs In million)

Particulars	Consolidated				Standalone
	FY 2022-23	FY 2021-22	Y-o-Y	FY 2022-23	FY 2021-22	Y-o-Y
Revenue from Operation	15,742.8	20,552.5		15,551.2	20,108.3
Other Income	116.1	171.3		79.8	78.6
Total Revenue	15,858.9	20,723.8	(23.5)%	15,631.0	20,186.9	(22.6)%
Raw Material Consumed	9,038.4	11,515.1		8,995.5	11,151.5
Employee Expenses	948.1	1,104.6		918.8	1,075.1
Other Expenses	4,422.9	5,734.9		4,425.5	5,640.0
EBITDA	1,449.5	2,369.3	(38.8)%	1,291.2	2,320.2	(44.4)%
EBITDA (%)	9.1%	11.4%		8.3%	11.5%
Depreciation	530.9	466.2		521.6	455.7
EBIT	918.6	1903.1		769.6	1864.5
EBIT (%)	5.8%	9.2%		4.9%	9.2%
Finance Cost	410.3	294.8		344.1	210.0
Exceptional Items	-	187.9		-	-
Profit Before Tax	508.3	1420.5		425.5	1654.5
Tax	128.0	433.8		114.1	411.9
Profit After Tax	380.3	986.6	(61.5%)	311.4	1242.6	(74.9%)
Profit After Tax (%)	2.4%	4.8%		2.0%	6.2%
EPS (in Rs)	3.0	8.3		2.5	9.9

Note: previous years figures have been recast wherever necessary.

The Financial year under review 2022-23

PERFORMANCE DISCUSSSION
FY23 Rs 15,859 million Revenue	Rs 1,450 million EBITDA	Rs 380 million PAT
(On Consolidated basis)

Factors that leading to performance of the Company in FY 2022-23:

- Overall business performance for FY 2022-23 has been weak with total revenue of Rs 15,859 million a de- growth of 23.5% on a YoY basis. Consumption of end user industries has been sluggish due to overall slowdown in the global market. Uncertainty of European market has further decelerated demand scenario of chemical industry.

- Global inflation led to lower demand and which has resulted in sub-optimal capacity utilisation, inventory destocking and slow exports for textile, leather and paper. Leading to subdued performance of Dyestuff over the last few quarters. Revenue contribution from dyestuff stood at Rs 5,412 million in FY 2022-23. Dye Intermediates revenue stood at Rs 3,936 million for FY 2022-23, a de-growth of 47%. Average prices of our key products, i.e. H Acid and Vinyl Sulphone in FY 2022-23 to Rs 422 per kg and Rs 227 per kg, respectively.

- The Chlor Alkali business continues to perform reasonably well with annual revenue of Rs 3,270 million driven by a healthy volume uptick. During the year, realisation of caustic soda has been normalised. Companys chlor Alkali business will contribute meaningful business in coming period on back of technology upgradation.

- During the year, Most of the subsidiaries have performed satisfactory. Bodal China and Sener Boya has earned good profit whereas other subsidiaries have incurred nominal loss.

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 worlds largest manufacturer and exporter of Dyes Intermediate and Dyestuff 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 30+ countries with its Innovative products and services. It is coupled with companys technical know-how & expertise in manufacturing of Dyes Intermediate & other Specialty Chemicals, Companys growth is propelled with the support of team members and management professionals who works diligently to take the organisation to newer heights year-on-year.

Companys Manufacturing Facilities:

BCL has its manufacturing units across India, where Company manufactures different products. At present Company has total 11 (Eleven) Manufacturing units in operation:

- Ahmedabad-04,

- Vadodara-04,

- Kambhat-01,

- SPS Unit (Kosi)-01

- Punjab-01.

All plants are Environment Complaint.

Companys Manufacturing units have developed different specialty chemicals and products for Textile, Paper, Leather, Alumina, Pharma, Detergent, Water purification and many other.

Updation on Sykha Greenfield Project:

Companys Saykha Green field Project is expected to start trial run of Benzene Derivatives in Q2FY24. Once Company will find decent visibility of demand for companys product portfolio and after new site stabilised, Company will restart the Sulphuric Acid project.

BCL has its inhouse R&D Lab:

- 1- Ahmedabad-Gujarat

- 2- Vadodara- Gujarat

Companys Operation are Covered:

- Basic Chemicals

- Dyestuff

- Dye Intermediates

- Chlor Alkali

- TCCA

- Others- Benzene Derivative (Upcoming value chain products)

Companys 11 Depots: (Exclusive Distribution Warehouse)

- 7- India

- 1- China

- 1- Turkey

- 1- Bangladesh

- 1-Indonesia

BCL is listed. details as follows:- ISIN: INE338D01028

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

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

	BODAL CHEMICALS LIMITED
Subsidiary in India	Subsidiaries Outside India
Bodal Chemicals Trading Pvt Ltd- WOS	Bodal Chemicals Trading (Shijiazhuang) Co., Ltd. - 100% Stake
	SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM
	SIRKETI- 100% Stake
	Bodal Bangla Ltd - 100% Stake
	PT Bodal Chemicals INDONESIA - 100% Stake
Associate Company	Step-down subsidiary:
Plutoeco Enviro Association - 25% Stake	SENPA DIS TICARET ANONIM SIRKETI

FINANCIAL PERFORMANCE OF SUBSIDIARIES:

(Rs in million)

Particulars	BCTPL		Sener Boya		Bodal-China		Bodal- Indonesia	Bodal Bangla
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23	FY 2022-23	FY 2021-22
Sales	0.01	66.53	622.76	850.92	292.70	356.36	19.93	0.00	0.00
PBT	(0.63)	(0.58)	78.32	(257.21)	13.03	28.04	(4.98)	(2.36)	(2.07)
PAT	(0.47)	(0.44)	66.38	(269.40)	12.93	26.75	(4.98)	(2.36)	(2.07)

BODAL CHEMICALS TRADING PVT LTD

Bodal Chemicals Trading Pvt Ltd, a Wholly Owned Subsidiary Company was incorporated in India on 07th December 2018. It was incorporated with object of trading in chemical products. The Company has Commenced commercial operations. It is not a material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Further, Financial Results of the Company for FY 2022-23 also 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. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company for FY 2022-23 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. The Company has started commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Looking at the Business Growth perspective, Your Company has acquired remaining 20% Stake of SENER BOYA- from existing Shareholders of the Company and make SENER- Turkey as Wholly Owned Subsidiary Company of Bodal Chemicals Ltd w.e.f. 28th March 2022 by owning 100% Equity Stake.

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

Further, Financial Results of the Company for FY 2022-23 are also 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 22nd 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 on 27th October 2020 as Section

8 Company for working as Non-Profit Organisation. Further, It is not Material Subsidiary as per 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 a Wholly Owned Subsidiary of SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI which is subsidiary company of Bodal Chemicals Ltd.

PT BODAL CHEMICALS INDONESIA

During the year under review, your Company has incorporated a Foreign Wholly Owned Subsidiary Company outside India 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 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 Managements Discussion and Analysis Report which forms part of this Report.

CAPITAL STRUCTURE & LIQUIDITY Authorised Share Capital

During the FY 2022-23, Authorised Share Capital of the Company stood at Rs 71,15,00,000/- (Seventy One Crores Fifteen Lacs Only) comprising Equity Share Capital of Rs 43,65,00,000 (Forty Three Crores Sixty Five Lacs Only) divided into 21,82,50,000 (Twenty One Crores Eighty Two Lacs Fifty Thousand) Equity Shares of Rs 2/- (Rupees Two) each and Preference Share Capital of Rs 27,50,00,000 (Twenty Seven Crores Fifty Lacs) divided into 2,75,00,000 (Two Crores Seventy Five Lacs) Preference Shares of

Rs 10/- (Rupees Ten) each.

TheAuthorisedCapitalisincreasedfromRs69,50,00,000/-to Rs 71,15,00,000/-, on Amalgamation of S P S processors Pvt Ltd with Bodal Chemicals Ltd.

Issued and paid-up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31st March 2023 was Rs 251.25 million divided into 12,56,23,465 Equity Shares, having face value of Rs 2 each.

During the year Under Review, the Company has allotted 1,66,100 No of Equity share in pursuant of Bodal ESOP Scheme 2017 to eligible employee of the Company. Further, pursuant to Scheme of amalgamation of S P S Processors Pvt Ltd with Bodal Chemicals Limited, Company has allotted 29,70,700 No of Equity Shares to the shareholders of SPS Processors Pvt ltd (Excluding Bodal Chemicals Limited) after receiving of an order from Honble National Company Law Tribunal- Ahmedabad Bench.

particulars	No of Shares
Paid Up Capital at the Beginning of the Year (1st April 2022)	122481665
Addition of Shares (Pursuant to ESOP Allotment)	166100
Addition of Shares (allotment pursuant to Scheme of Amalgamation)	2970700
Paid Up Capital at the End of the Year (31st March 2023)	125623465

Employees Stock Option (ESOP/ESOS)

- Allotment under ESOP:

During the year Under Review,NRC Committee of the Company at their meeting held on 16th September 2022 made allotment of 1,71,100 (Grant-04) equity shares of Rs 2/- each at a premium of Rs 88.20/- 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 27th May 2022 had considered, approved and made grant of 1,71,100 No of Stock Options (Grant-05) 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 FY 2022-23 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 31st March 2023, the Total Debt was Rs 7,541.39 million, cash and Cash Equivalents were Rs 47.71 million resulting in Net Debt of Rs 7493.68 million (Rs 6,364.11 million as on 31st March 2022) Total Debt consisted of Rs 3,923.06 million of working capital loans and Rs 3,618.33 million of long-term loans.

RATINGS

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

Type of Credit Rating	Ratings for FY 2022-23	Ratings for FY 2021-22
	India Ratings	India Ratings
Long Term Bank Facilities	IND A+/Negative	IND A+
Short Term Bank Facilities	IND A+/Negative /IND A1+	IND A1+

DIVIDEND

The Board at its meeting held on 30th May 2023 has recommended Dividend of Rs 0.10 (i.e. 5%) per equity share on the equity share of Rs 2.00/- each for the financial year 2022-23, amounting to Rs 12.58 million. The dividend pay-out is subject to the approval of the shareholders at ensuing 37th Annual General meeting. The dividend will be paid to the members whose names appear in register of members as on Book Closure i.e. 23rd September 2023 to 28th September 2023

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 85,364 No of equity shares to IEPF Account for unclaimed Dividend for 7 years from the date of Declared of Dividend for FY 2015-16 (1st 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 procedures for claiming the same is available on www.mca.gov.in and www.iepf.gov.in.

Further, Details of IEPF Claim during the FY 2022-23 is stated in the Corporate Governance report of the Company, which is part of this Directors 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 2022-23 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 125623465 Equity Shares of Rs 2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) as on 31st March 2023. The Company confirms that it has paid annual listing fees for the financial year 2023-24 to both the Exchanges (BSE & NSE) where the Companys 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 Directors (Non Executive) including a women director at the end of financial year 31st March 2023.

KEY MANAGERIAL PERSONNEL

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

- Mr.BhavinSPatel,ExecutiveDirector(DIN:00030464)

- 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 have received declarations 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 given in the Corporate Governance reportwhich forms part of this Report. Company has received Confirmation from Chairman of NRC Committee of the Company that Appointment term and Remuneration decide 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 Boards 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.

DetailsoftheFamiliarizationProgrammeforIndependent Directors are available on the website of the Company at www.bodal.com

DIVERSITY OF THE BOARD

The Company recognises 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 provided in the Corporate Governance report, forming part of Directors Report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 16th March 2023. Meeting dated 16th March 2023 was 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.

BOARDS 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 36th Annual General Meeting held on 26th 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 36th Annual General Meeting of the Company until the Conclusion of 41st 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 The Institute of Chartered Accounts of India.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditors Comments on the Companys Accounts for the financial year ended on 31st March 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Companies Act, 2013. The Auditors 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 2022-23 (Period from 1st April 2022 to 31st March 2023). The Report of Secretarial Auditor for the financial year 2022-23 is set out as Annexure 4 and it forms a part of this Report. Further,under regulation 24A of SEBI (LODR) Regulations, 2015, Company has received Secretarial Compliance Report for the FY 2022-23 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 Companys 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 2023-24. 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 2021-22 has been filed within the prescribed time limits. The Cost Auditors 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 towards 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 Companys 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 cooperation received from employees at all levels.

HUMAN RESOURCES

HEALTH, SAFETY AND ENVIRONMENT

It has been our continuous endeavour 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 organisation. 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. PPEs are being provisioned to all employees and workforce. All employees are encouraged to report near misses and all workplace incidents are collated 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 collated 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 31st March 2023 is available at Companys website at www.bodal. com and can be accessed https://www.bodal.com/ files/report1692597023_64e2fb1f4e11b.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 equipments 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:

SR. NO.	COMPLAINTS UNDER SEXUAL HARASSMENT (FROM 1st April 2022 TO 31st March 2023)	STATUS
1	Number of Complaints/Cases pending as at the beginning of FY 2022-23 i.e. 1st April 2022	NIL
2	Number of Complaints/ Cases filed during the year (from 1st April 2022 to 31st March 2023)	NIL
3	Number of Complaints/ Cases pending as at the end of FY 2022-23 i.e. 31st March 2023	NIL

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The provisions of Section 177(9) and (10) of the Companies Act, 2013 mandates every listed company has 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 Companys personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Companys website and its web link https://www.bodal.com/files/ titlepdf1689150717_64ae64fd03df3.pdf

ANNUAL ACCOUNTS OF SUBSIDIARY COMPANIES

The Accounts of the Subsidiary Companies for the financial year ended on 31st March 2023 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 Companys subsidiaries for financial year 2023 are available on the Companys 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://www. bodal.com/files/titlepdf1631788627_61431e537beea.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 6 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, minimise adverse impact on the business objectives and enhance the Companys 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 conducts 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.

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. Role and Responsibilities of the Committee has defined as per SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015. You can Access from Website of the Company at www.bodal.com The management of the Company is determining various aspects so as to be able to minimise the risk in all spheres of the Companys business from finance, human resources to business strategy, growth and stability.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company did not provided any Corporate guarantee or Provide any Securities on behalf of Others.

Details of loans, guarantees and investments are covered under the provisions of Section 186 of the Companies Act, 2013, and details are given in notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys 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 companys CSR efforts more systematic and strategic. Company have established procedures for planning and implementation of major CSR activities in the areas surrounding the Companys 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 in the nation development and growth of education is the key and it is everyones right to get better education. So we focus more on promoting education by supporting deserving students. Also we drive Skill Development programme, where our employee spare time and visit nearby villages and coordinates with the school teachers and try to enhance their skill sets. This

Programmes were undertaken digitally and physically. Village Development: Under this programme we associate with the village people, work with the Sarpanch and other senior members, study their issues and requirements towards the basic village infrastructure, andworkdirectlywiththemtoimprovetheinfrastructure. Its also covers, proper clean drinking water, drainage system, road, etc. Its also extended to the behavioral change programme 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 programme, directly as well as through different agencies Further, Your Company continued several other initiatives under the CSR programme, directly as well as through agency namely UVA Unstoppable permitted under the Act. Detail of CSR Policy and Annual Report on CSR for FY 2022-23 is annexed to this report as "Annexure 7" and forms part of this Report

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility Report for the year ended 31st March 2023 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 arms 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 also for the Boards 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 Companys website www.bodal. com and its web link- https://www.bodal.com/files/ titlepdf1652445557_627e51758c1c1.pdf

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 8.

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

During the year, Company had 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, Bodal is a Connected Party and for that through SEBI order dated 31st March 2023, Penalty of

Rs 7 Lacs was levied, which was paid by the Company as on 10th 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 impacts the Going Concern Status of the Company.

INSURANCE

The Companys 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 31st March 2023, 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 31st March 2023 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.

For and on behalf of the Board of Directors of
	Bodal Chemicals Limited
	SURESH J. PATEL
	Chairman &
Date : 11th August 2023	Managing Director
Place: Ahmedabad	(DIN: 00007400)