Your Directors have pleasure in presenting 40^th ANNUAL REPORT together with the Audited Financial Statements of the
Company for the financial year ended March 31, 2026.

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.

performance discussion

(On Consolidated basis)

Factors that leading to performance of the Company in

FY 2024-25:

- During the FY26, total revenue stood at 20,539 mn,
grew by 17% on a YoY basis and the absolute EBITDA
stood at 2,028 mn, 19% growth on YoY basis. During the
year, this growth was lead by Improved volumes, better
realizations and recognition of SGST incentive from
Govt. of Punjab for unit 12 located in Punjab. During the
year, the increased overhead from the Saykha plant has
partially offsetted the profitability of other divisions.

- Revenue from Dye intermediates grew by 6%, Dyestuff
grew by 6% and Basic Chemicals, grew by 80% on YoY
basis during the FY26.

- During the FY26, Chlor Alkali business has reported
revenue of '. 3,387mn, remained in line on YoY basis.

- I n Saykha's the Benzene downstream products' plant,
the company has achieved satisfactory production

levels and required quality standards. However, margins
remain under pressure due to intense competition,
subdued demand and the sharp rise in raw material
prices. Company expects gradual growth and
meaningful contributions to both the top and bottom
lines in coming quarters from this plant.

BCTPL, Chinese subsidiary and Indonesian subsidiary
have performed overall satisfactory during the FY26.
Sener Boya, Turkish subsidiary is impacted due to
hyperinflation in Turkey

The management's ongoing rationalisation and
monetisation of non-core assets has helped to maintain
cash flow and profitability for the company. Improvement
in volumes across divisions and passing of increased
raw material cost to finished goods, will help us to
enhance revenue and margins.

Financial Performance of major Subsidiaries:

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,

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 I ntermediate & 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 has
total 08 (Eight) Manufacturing units in operation:

- Ahmedabad-01,

- Vadodara-02,

- Bharuch- 02

- Bay of Kambhat-01,

- UP (Kosi)-01

- Punjab-01,

All plants are compliant with all regulations related to
Environment,

Company's' Manufacturing units are producing various
chemical products which are further used in Organic and
Inorganic chemicals, Textile, Paper, Leather, Alumina, Pharma,
Soaps and Detergents, Water purification etc,

* During the year company, after approval of the Board, has
sold its Unit II, located at Plot no, 123, 123, C1B- 111 to 114,
Phase 1, GIDC, Vatva, Ahmedabad and Unit III, located
at Plot No, 2102, Phase 3, GIDC, Vatva, Ahmedabad to
unrelated parties at prevailing market price, Earlier
company was producing Dye Intermediates in these
units, The said units were inoperative for long and not
significant units in terms of revenue or other matters

of the company, These were small and very old plants
constructed between 1989 to 1993. Due to technological
changes these plants were 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,

Further, all material Intimations regarding sale of
Units were given by the Company to respective Stock
Exchanges (BSE & NSE),

BCL has its in-house R&D Lab at:

- Unit 4, Vatva, Ahmedabad, Gujarat

- Unit 5, Saykha, Bharuch, Gujarat

- Unit 7 Vadodara, Gujarat

Company's Operation covers following product lines :

- Sulphur & Bulk Chemicals

- Dyestuff

- Dye Intermediates

- Chlor Alkali

- TCCA- Water Purification

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

- Thionyl Chloride (TC)

Company's 10 Depots: (Exclusive Distribution Warehouse)

- 6- 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 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, It is not material subsidiary
as per the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015,

Further, Financial Results of the Company for FY 2025-26 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 is
an important arm for Bodal Chemicals Ltd to distribute its
final product i.e. dyestuffs in domestic market of China. It also
helps 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 FY2025-26 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 is
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 FY2025-26 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 for FY 2025-26 are
available on website of the Company at www.bodal.com

PT BoDaL CHemioals INDONESIA

PT Bodal Chemicals Indonesia, a Foreign Wholly Owned
Subsidiary of the Company in Indonesia, incorporated for
trading activities in Chemicals Products. Further It is not
Material Subsidiary as per the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.

Further Financial Results of the Company for FY2025-26 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 27^th October 2020 as Section 8
Company to run 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- 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.

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 2025-26, 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) 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 2026 was '.251.88 million divided
into 12,59,44,065 Equity Shares, having face value of '.2 each.

During the year under review, there is no change in issued
and paid-up capital of the Company.

Employees Stock Option (ESOP/ESOS)

Grant and allotment of Stock of option under ESOP Scheme

During the year under review, No Option was granted or
allotted during the year.

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 2026, the Total Debt was '. 8,001.57 Million,
Cash and Cash Equivalents were '. 74.61 Million resulting in Net
Debt of '. 7,926.96 Million ('. 8,921.73 Million as on 31^st March
2025) Total Debt consisted of '. 4,599.90 Millions of working
capital loans and '. 3,401.67 Millions of long-term loans.

CAPITAL EXPENDITURE

During the financial year under review, the Company incurred
Capital Expenditure (including Intangible Assets and capital
advances) of '. 356.28 million (P.Y.; '. 461.86 million). Your
company manages cash and cash flow processes assiduously,
involving all parts of the Business. There was cash and Bank
balance of '. 74.61 million as on March 31, 2026 ('. 13763
million as on March 31, 2025).

CREDIT RATING:

The Company's' Bank facilities aggregating to '. 1127.53
Crores were assigned a Long term Rating of "IVR A-stable"
(IVR Single A Minus with stable Outlook) and a Short -Term
Rating of " IVR A2 " (IVR Single A Two Plus) by Infomerics
Valuation and Rating Ltd (Credit Rating Agency).

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
26827 No. of Shares to IEPF Account for unclaimed Dividend
for 7 years from the date of Declaration of Dividend for FY 17¬
18 (Final 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 claims during the FY 2025-26 are
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 2025-26 and as
such no amount of principle or interest was outstanding, as
on the date of the balance sheet.

finance

Your Company with an objective of meeting its working capital
requirements, Operational needs, expansion initiatives, and
new project plans, has availed financial facilities from Banks
and/or a financial institution.

The particulars of such financial facilities, including the nature
and amount thereof, are set out in the relevant Notes to the
financial statement for the financial year ended March 31,
2026.

mergers and acquisitions

During the financial year under review, the company did
not undertake any mergers, amalgamations, acquisitions,
takeovers or restructuring transactions. There were no
strategic investments resulting in acquisition of control,
business transfers or consolidation of entities.

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 2026.

listing fee:

The Company has paid listing fees to both the Stock
Exchanges.

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 Directors and 4 (Four)
Independent cum Non-Executive Directors including a
women director at the end of financial year 31^st March 2026.

(i) director to appointment / reappointment

Company had re-appointed Mr. Suresh J. Patel,
Chairman and Managing director of the company for
further 03 (three) years w.e.f. 13/05/2026, as approved
by the members in the Annual General Meeting held on
26/09/2025.

Company had re-appointed Mr. Bhavin s Patel, Whole¬
Time Director of the company for further 03 (three)
years w.e.f. 13/05/2026, as approved by the members in
the Annual General Meeting held on 26/09/2025.

Company had re-appointed Mr. Mayank Mehta,
Independent Director of the company for further 05
(Five) years w.e.f. 08/02/2026, as approved by the
members in the Annual General Meeting held on
26/09/2025.

(ii) DIRECTOR TO RETIRE BY ROTATION:

In accordance with the provisions of section 152 of
the Act and the Articles of Association (AoA) of your
company. Mr. Ankit S Patel (DIN: 2173231) retire by
rotation at the ensuring Annual General Meeting and 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 2 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, KMPs 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 ofthe Company at-https://
www.bodal.com/files/titlepdf 1775128602 69ce5Q1aeb3fd.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 is 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
provided in the Corporate Governance report, forming part of
this Director's Report.

meeting of independent directors

During the year under review, independent directors are met
separately dated 09^th February 2026.

Meeting dated 09^th February 2026 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:

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

Pursuant to the provisions of the Act and Regulations 17 of the
Listing Regulations, the Board of Directors has undertaken an
annual evaluation of its own performance.

For this purpose, a structured evaluation framework and
questionnaire were adopted, covering key aspects of the
Board's functioning, including the adequacy of its composition
and that of its committees, effectiveness of Board processes,
quality of deliberations, governance standards, and the
discharge of specific roles, responsibilities, and fiduciary
obligations. Further, The Evaluation framework adopted by
the Board is set out in the Corporate Governance Report.

A separate evaluation was carried out to assess the
performance of individual Directors based on defined
parameters such as participation and contribution in meetings,
preparedness, independence of judgment, adherence to
ethical standards, and their role in safeguarding the interests
of the Company and its minority shareholders. The Board
also evaluated the performance of the independent Directors.

in compliance with the requirements of the Act and the SEBi
Listing Regulations, a separate meeting of the independent
Directors was convened, wherein they evaluated the
performance of the Chairman, the Non- independent
Directors, and the Board as a whole. The independent
Directors also assessed the adequacy, quality, and timeliness
of the flow of information between the Management and the
Board to ensure effective decision-making and governance
oversight.

The Directors expressed satisfaction with the overall
evaluation process and the outcomes thereof, noting that the
process was comprehensive, objective and constructive.

auditors
statutory auditors.

M/s. B N P S and Associates LLP (Firm Number: 008127S/
S200013) appointed 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 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 2026 are self-explanatory in nature and
do not require any explanation as per provisions of Section
134 of the Companies Act, 2013.

There are no qualifications or reservations or adverse remarks
made by Statutory Auditors of the Company and therefore do
not call for any comments under Section 134 of the Act. The
Auditors' Report is attached with the Financial Statements in
the Annual Report 2025-26.

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 Shah
& Shah Associates as a Secretarial Auditor to conduct
Secretarial Audit of the Company for the financial year 2025¬
26 (Period from 01.04.2025 to 31.03.2026).

The Report of Secretarial Auditor for the financial year 2025¬
2026 is set out as Annexure 3 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 2025-2026 from Tapan Shah, Practicing Company
Secretary and same to be filed with the Stock Exchanges
(BSE & NSE).

The Board of Directors had appointed M/s Shah & Shah
Associates, Company Secretaries, (Unique Identification No.:
P2000GJ013500), as the Secretarial Auditor of the Company,
pursuant to the provisions of Regulation 24A of SEBI (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, cost accounts and records

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 2026-27. 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 section 141 of the Companies Act, 2013. Cost
Records also maintained by the company as required under
the act. The Cost Audit report for the FY 2024-25 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.

frauds reported by auditors

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 section 143(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 year
under review is presented in a dedicated section of the
Annual Report 2025-26. The report provides an overview of
the Company's performance, industry developments, risk and
opportunities, financial results and future outlook.

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.

In accordance with Regulation 34 read with schedule V of the
listing regulations, we have included a Report on Corporate
Governance forming part of Annual Report 2025-26 along
with the certificate from practicing Company Secretary
confirming the compliance with the conditions of 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.

no one time settlement

There was no instance of one-time settlement with any Bank
or financial institution.

industrial relations & human resources

During the year under review, the Company continues to
maintain cordial and harmonious industrial relations across
all its units and establishments. The relationship between
the Management, workmen, and staff remained positive,
constructive, and built on mutual trust and respect. Open
communication channels, employee engagement initiatives,
and a collaborative work culture contributed to maintaining a
stable and productive work environment throughout the year.

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
prioritizing employee well-being, career advancement and
skill development, Bodal creates a positive and engaging
work environment that fosters loyalty.

environment health and safety - (ehs)
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 equipments and all the equipments are in operation.

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 with well
experienced Doctors and occupational nursing staff. In house
Ambulance is also available. Premedical 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.

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

The relevant details of the Safety & Wellbeing of Women
at the Workplace are set out in the Corporate Governance
report forming part of the Annual Report 2025-26.

vigil mechanism and whistleblower policy

The relevant details of the Vigil Mechanism & Whistleblower
Policy are set out in the Corporate Governance report forming
part of the Annual Report 2025-26.

material changes and commitments

Save and except as disclosed elsewhere in the Annual
Report 2025-26, there have been no material changes or
commitments affecting the financial position of the Company
that have occurred between the close of the financial year
ended March 31, 2026 and the date of this Board's Report, i.e.
August 05, 2026.

annual return

Pursuant to Section 92(3) read with Section 134 (3)

(a) of the Act, the Annual Return as on March 31, 2026
of the Company, is available on Company's Website
and can be accessed, at https://www.bodal.com/files/
report 1784887483 6a6338bb0522a.pdf

filing of annual return and financial
statements

The Annual Return and Financial Statements for the FY 2024¬
25 have been filed within the prescribed time limits.

annual accounts of subsidiaries companies

The Accounts of the Subsidiary Companies for the financial
year ended on 31^st March 2026 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 2025-26 are available on the Company's
website at www.bodal.comand its weblink https://www.
bodal.com/annual-report-audit.phpand 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.

conservation of energy, research
& development (r&d), technology
absorption & foreign exchange earnings
& outgo.

The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo as required under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as "Annexure 4"

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 with 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.

ceo/cfo certification

In compliance with Regulations 17(8) of the Listing Regulations,
a Certificate from Chairman & Managing Director and Chief
Financial Officer of the Company to the Board of Directors as
specified in part B of Schedule II of the Listing Regulations,
is provided as annexure to the Corporate Governance Report,
which forms part of the Annual Report 2025-26.

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.

committees of the board

Currently, the Company has committees namely Audit
Committee (AC'), Nomination and Remuneration Committee
('NRC'), Stakeholders Relationship Committee ('SHRC'),
Corporate Social Responsibility Committee ('CSR'), Risk
Management Committee ('RMC'), Management Committee
and Share Holders Transfer Committee. The composition
of above committees, as on March 31, 2026, is provided in
Corporate Governance Report, which forms part of the

Annual Report 2025-26.

compliance with the maternity benefit

act, 1961

Your Company confirms that it has complied with the
applicable provisions of the Maternity Benefit Act, 1961 and
the rules made thereunder during the financial year under
review. Eligible women employees were provided maternity
benefits in accordance with the provisions of the Act.

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-to-day 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 defined Role
and Responsibilities as per SEBI (Listing Obligation and
Disclosures Requirement) Regulations, 2015. You can Access
from Website of the Company at www.bodal.com

The Composition, terms of reference, and other relevant
details of the Risk Management Committee are set out in
the Corporate Governance report forming part of the Annual
Report 2025-26.

particulars of loans, guarantees and
investments

During the years, the Company had not provided any Loans
or 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. This
policy is accessible to all stakeholders on the company's
website athttps://www.bodal.com/corporate-governance.
phpensuring transparency and accessibility of the Company's
responsibilities towards society

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 a longer time.

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.

A detailed Annual Report on CSR Activities for the financial
year ended March 31, 2026, prepared in accordance with
companies (Corporate Social Responsibility Policy) Rules,
2014 is appended as Annexure 5 to this Annual Report.

business responsibility and SUSTAINABILITY
report (brsr)

In compliance with Regulations 34(2)(f) of the Listing
Regulations, the Business Responsibility and sustainability
Report ("BRSR") forms as integral part of the Annual Report
for FY 2025-26. The BRSR outlines the Company's key
Environmental, Social and Governance (ESG) initiative and
its commitment to sustainable and responsible business
practices.

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.comand 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 6.

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 plant, property, Equipment and stocks are
adequately insured.

directors' responsibility statement:

In pursuance of Section 134(5) of the Companies Act, 2013
read with the rules made there under, including any enactment
or re-enactment thereon, the Directors hereby confirm that;

(a) in the preparation of the annual accounts for the
financial year ended on 31^st March 2026, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) t he 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) t he Directors have prepared the annual accounts for
the financial year ended on 31^st March 2026 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) t he Directors have devised proper systems to ensure
compliance with provisions of all the applicable laws
and that such systems were adequate and operating
effectively.

details of nodal officer

In accordance with Rule 7(2A) of Investor Education and
protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, the details of Nodal Officer of the
Company, for the purpose of coordination with Investor
Education and Protection Fund (IEPF) Authority is as Under;

Disclosure under the insolvency and Bankruptcy
Code,2016

No proceedings have been initiated during the year or are
pending against the Company as at 31^st March 2026 under
the insolvency and Bankruptcy Code,2016 and rules made
thereunder.

Prohibition of Benami Property Transactions Act,
1988

No proceedings have been initiated during the year or are
pending against the Company as at 31^st March 2026 for
holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made
thereunder.

Transactions with Companies Struck off

The Company has not identified any transaction with
Companies struck off under section 248 of the Companies
Act, 2013 or section 560 of the Companies Act, 1956 and has
no balances outstanding from struck of Companies.

acknowledgement

Your directors thank the various Central and State Government
Departments, organizations and Agencies for the continued
help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz.
Customers, Members, Dealers, Vendors, Banks and Other
business partners for the support received from them during
the year. The Directors placed on record commitment and
continued contribution of the Employees to the Company.

For and on behalf of the Board of Directors of
Bodal Chemicals Limited

suresh j. PATEL

Chairman &

Date: 05^th August 2026 Managing Director

Place: Ahmedabad (DIN: 00007400)