Your Directors are pleased to present their 32^nd Board’s Report together with the Audited Financial Statements for the Financial Year (‘FY’) ended 31.03.2024.

1. THE STATE OF COMPANY’S AFFAIRS

i. COMPANY OVERVIEW

Axel Polymers Limited (“AXEL”) established in the year 1992, is principally engaged in the business of manufacturing of Compounds Blends & Alloys of Engineering & Specialty Polymers and trading of polymer compounds.

AXEL is the largest manufacturer of Engineering Thermoplastic Compounds in India, catering to Multinationals and Domestic Corporates; it has rich domain experience and in-depth knowledge of International and Local Polymers Market having a 3-decade strong operating history in the manufacturing of engineering polymers.

ii. FINANCIAL SUMMARY/HIGHLIGHTS

The Summary of the financial performance of the Company for the year-ended 31.03.2024 compared to the previous year is as follows:

(Rs. in Lacs.)

During the year under review, your Company posted a total income of Rs. 12795.20 lacs as against Rs. 8292.58 lacs in the previous year as well as Net profit of Rs. 155.59 lacs as against Rs. 118.42 lacs in the previous year registering growth.

2. SHARE CAPITAL

There was no change in the share capital of the Company during the year under review and it, continued at Rs. 8,51,66,800/- comprising of 85,16,680 Equity shares of Re.10 each fully paid.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

3. DIVIDEND

Keeping in view long term objectives of the Company, your directors do not recommend dividend for the year.

4. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

Neither the Company has any Subsidiary, Joint Venture or Associate Company nor has any other Company become or ceased to be Subsidiary / Joint Venture / Associate Company.

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed amount, required to be transferred to Investor Education & Protection Fund during the year under review.

6. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

GST authorities had conducted an investigation search at the Company. The Company, as a responsible corporate entity, extended full cooperation to the authorities throughout this process. The Company has sought expert legal advice and is actively pursuing the matter through legal channels. We anticipate a favorable outcome. The GST authority has not so far quantified any amount to be recovered, if any from the Company. It is important to note that these proceedings have not impacted the routine operations of the Company.

9. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.axelpolymers.com under the “Investor Relations” section.

10. DIRECTORS:

A. Details of Appointment/resignation of Directors and Key Managerial Personnel

At the 31st Annual General Meeting held on 29th September 2023, Mr. Gaurav Thanky (DIN: 02565340) was reappointed as Managing Director, Mr. A. B. Bodhanwala (DIN: 00421362) was reappointed as Executive Director (Whole-time Director) and CFO, Mr. Haresh Padamshi Kothari (DIN: 05140850) was reappointed as Independent Director, and Mr. Umang Hasmukhbhai Dasani (DIN: 09787208) was appointed as Independent Director by the members.

During the year, there is no resignation / cessations.

However, thereafter Mrs. M.A. Bodhanwala (00422067) has resigned as a Non-Executive Woman Director w.e.f. 3^rd July, 2024, and Mr. A. B. Bodhanwala (DIN: 00421362) has resigned as WholeTime Director and CFO with effect from 4^th July, 2024 but continues as a Non-Executive Director.

B. Statement on declaration given by independent directors under Section 149(6) of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet criteria of independence as provided under Section 149(6) of the Act.

C. A statement with regard to integrity, expertise and experience of independent directors

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency)

D. Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its Committees and individual Directors; which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

11. NO. OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, 9 meetings of the Board of Directors were held.

12. DIRECTORS TRAINING & FAMILIARIZATION

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Polymer Industry. Considering the association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

> The Roles, Rights, Responsibilities and Duties of Independent Directors

> Business Development Strategy and Plans

> Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

> New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the annual accounts for the year ended on 31.03.2024, the applicable accounting standards are followed along with proper explanation relating to material departures;

(b) The Directors had 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 as at the end of the financial year 2023-2024 and of the profit of the Company for that period;

(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

14. AUDITORS

A. STATUTORY AUDITORS

Members of the Company at their 30th AGM held on 29th September, 2022 reappointed M/S Mukund & Rohit, Chartered Accountants, Vadodara having firm registration no. 113375W as Statutory Auditors of the Company for a further period of 5 years up to the conclusion of 35th AGM.

The Company has obtained necessary certificate under Section 141 of the Act conveying their eligibility for being the Statutory Auditors of the Company for the year 2023-24.

B. SECRETARIAL AUDITORS

M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company Pursuant to Section 204 of The Companies Act, 2013 and rules framed thereunder for the Financial Year 2023-2024. The Secretarial Audit Report has been annexed to this Report as per Annexure 1.

C. INTERNAL AUDITORS

M/s Chirag Bhatt & Associates, Chartered Accountant (Firm reg. no. 148286W), Vadodara, has been appointed as an Internal Auditor of the Company in terms of Section 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2023-2024 by the Board of Directors, upon recommendation of the Audit Committee.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor’s Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

15. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any guarantees or securities covered under the provisions of section 186 of the Companies Act, 2013 (‘the Act’). However, the aggregate of loans and advances granted as also investments made, if any, are within the limits of section 186 of the Act.

16. RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements entered into by the Company with Related Parties, referred to in sub-section (1) of Section 188 of the Act, in the prescribed Form AOC-2 is enclosed as Annexure - 2.

17. RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company. However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars as prescribed in section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, are as follows.

(A) Conservation of Energy

Your Company continued its energy conservation measures including regular review of consumption and effective control on utilization of energy for improving Operational Excellence and effective Energy Management at its manufacturing Plant.

(i) the steps taken or impact on conservation of energy: - NIL

(ii) the steps taken by the Company for utilizing alternate sources of energy: - NIL

The Company is considering Rooftop Solar System for renewable energy supply for Plant & Office premises.

(iii) the capital investment on energy conservation equipment’s: - NIL

(B) Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technology and technical skill to meet customer requirements. Efforts are also continuing for improving productivity and quality of products and continue to keep pace with the advances in technological innovations and up-gradation.

(C) Foreign Exchange Earnings and Outgo

(Rs. in Lacs.)

19. KEY MANAGERIAL PERSONNEL

The following were Key Managerial Personnel of the Company during the year under review.

1. Mr. Gaurav Thanky : Managing Director

2. Mr. Aarasp Bejan Bodhanwala : Executive Director - CFO

3. Mr. Jigardan Gadhvi : Company Secretary

20. DEPOSITS

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

21. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act, provisions of Section 135 of the Act and rules framed there under relating to corporate social responsibilities, are not applicable to the Company. Hence, no details in the regard have been furnished.

22. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 4 to this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary

23. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received and disposed-off during the financial year 2023-2024 is as under:

Number of Complaints Received NIL

Number of Complaints Disposed-off NIL

24. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

25. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks & Financial Institutions.

26. ANNUAL EVALUATION

Pursuant to the Section 134(3)(p) and other applicable provisions, if any, of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’), the Board has carried out an annual evaluation of its own performance, its committees and the directors individually.

27. CORPORATE GOVERNANCE REPORT

In view of Paid up Capital and Net worth of the Company being less than Rs. 10 Crores and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in Clause C of schedule V to LODR is not required to be included in the Annual Report in terms of Regulations 27(2) of LODR.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Para B of Schedule V of LODR is attached as Annexure - 3.

29. COMMITTEE COMPOSITION AUDIT COMMITTEE

The Composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI (LODR) Regulation, 2015 as follows:

The Audit Committee met five times during the period under review. The role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

During the year, The Board has accepted all recommendations of the Audit Committee and accordingly; no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee is in line with the provisions of Section 178 of the Act read with Regulation 19 LODR as follows:

The Nomination and Remuneration Committee met three times during the period under review. The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of the Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors

REMUNERATION POLICY

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. The NRC has developed criteria for determining the qualification, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors. The remuneration policy of the Company can be seen at the website of the Company i.e. www.axelpolymers.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in line with the provisions of Section 178(5) of the Act read with Regulation 19 of SEBI (LODR) Regulations, 2015 as below.

The Stakeholders Relationship Committee met once during the period under review. The powers, role and terms of reference of the Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors.

30. COST RECORDS

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the Company has made and maintained Cost Records, as required under Clause 8 (ix) of the Companies (Accounts) Amendments Rules, 2018, as applicable, however, the Company is NOT required to appoint Cost Auditor to audit its cost records for Financial Year 2023-2024.

However, M/s Diwanji & Associates, Cost Accountants (Firm Registration No. 100227) have been appointed as a Cost Auditor of the Company for the Financial Year 2024-2025.

31. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company has established Vigil Mechanism for Directors and employees to report genuine concerns. Vigil Mechanism also provides adequate safeguard against victimization of director(s) or employee(s) and also provides for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by any Regulator or Court or Tribunal impacting the going concern status and the Company’s Operations in future during the year under review.

33. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There are adequate Internal Control Systems operating in the Company, which are commensurate with the size and operations of the Company. The Audit Committee supervises the checks and control exercised and reports any suggestion or deviation on a continuing basis. The Authority and responsibility of every employee is defined.

35. INSURANCE

All the assets of the Company have been adequately insured and the Company has taken necessary general insurance to ensure its security.

36. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all senior level employees in the course of day-to-day business operations of the Company. The Code is laid down by the Board, and is known as “Code of Business Conduct”

The Code lays down the Standard Procedure of Business Conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in workplace in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

37. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.10.2017), your directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

38. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible.

Your Directors also wish to thank its customers, dealers, agents, suppliers; investors and bankers for their continued support and faith reposed in the Company.

Date: 02.09.2024 For and on behalf of Board of

Place: Mokshi Axel Polymers Limited

Sd/-

Gaurav Thanky Chairman & Managing Director DIN: 02565340