Axel Polymers Ltd. — AGM Information 2024

Sep 6, 2024

Registered Office & Plant : 309, Moxi, Sankarda - Savli Road, Tal. Savli Dist. Vadodara - 391 780, Gujarat, India. CIN : L25200GJ1992PLC017678 Web : www.axelpolymers.com • Email : info@axelpolymers.com

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06.09.2024

To, BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

BSE Scrip Code: - 513642

Subject: Notice of 32[nd] Annual General Meeting (AGM) of the Company.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Notice of the 32[nd] Annual General Meeting of the Members of the Company scheduled to be held on Saturday, 28[th] September, 2024 at 9:45 a.m. (IST) through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM').

You are requested to take the above information on your records.

Yours Faithfully,

For Axel Polymers Limited

JIGARDAN AJITDAN GADHVI Digitally signed by JIGARDAN AJITDAN GADHVI DN: c=IN, o=PERSONAL, pseudonym=d8c7c4bdbe1c47628d40e99976b65e80, 2.5.4.20=bc8e95a16ff69f6a64e07e66dcdc5b77d0643e926357084fdb80ab6cfc996170, postalCode=370105, st=GUJARAT, serialNumber=16620959dc77388d125b980d7437244c9ddcc2307e648acab321511322b567c4, cn=JIGARDAN AJITDAN GADHVI Date: 2024.09.06 17:16:43 +05'30'

Jigardan Gadhavi Company Secretary M. No. A52215

Encl. As above

Corporate Office: B-312, Western Edge II, Off. Western Express Highway, Borivali (East), Mumbai - 400 066. Maharashtra, India. • Phone: +91 22 41207546

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CIN: L25200GJ1992PLC017678

Registered Office: 309, Mokshi, Sankarda - Savli Road, Tal. Savli, Dist. Vadodara – 391780. Corporate Office: B-312, Western Edge II, Off Western Express Highway, Borivali (East), Mumbai - 400066. Email Id: cs@axelpolymers.com , Website: www.axelpolymers.com , Phone: +91 89800 29622.

NOTICE OF THE 32[nd] ANNUAL GENERAL MEETING (AGM) OF AXEL POLYMERS LIMITED

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NOTICE OF THE 32[nd] ANNUAL GENERAL MEETING OF AXEL POLYMERS LIMITED

NOTICE is hereby given that the 32[nd] Annual General Meeting (AGM) of the Members of the Axel Polymers Limited will be held on Saturday , 28[th] September, 2024 at the deemed venue at the Registered Office of the Company at S No. 309, Vill. - Mokshi, Sankarda-Savli Road, Tal. Savli, Dist. Vadodara -391780 Gujarat at 9:45 a.m . through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) to transact the following business:

- Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements for the year ended on 31[st] March, 2024 together with the Reports of the Auditors’ and Board’s thereon.

To consider and if thought, to pass following resolution as an ORDINARY RESOLUTION :

“ RESOLVED THAT the Audited Financial Statement for the year ended 31st March, 2024 along with the Board’s Report and Auditors’ Report thereon as circulated to the shareholders, be and are, hereby received, considered and adopted pursuant to section 137 and any other provisions, applicable, if any, of the Companies Act, 2013.”

2. To appoint a Director in place of Mr. Gaurav Thanky (DIN: 02565340), who retires by rotation and being eligible offers himself for reappointment.

To consider and if thought, to pass following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT Mr. Gaurav Thanky (DIN: 02565340), who retires by rotation and being eligible, offers himself for re-election, be and is hereby re-appointed as a Director, liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013.”

3. To appoint a Director in place of Mr. Aarasp Bejan Bodhanwala (DIN: 00421362), who retires by rotation and being eligible offers himself for reappointment.

To consider and if thought, to pass following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT Mr. Aarasp Bejan Bodhanwala (DIN: 00421362), who retires by rotation and being eligible, offers himself for re-election, be and is hereby re-appointed as a Director (NonExecutive), liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013.”

- Special Business:

4. To approve appointment of Mrs. Dhara Gaurav Thanky (DIN – 02565310), as Non - Executive Director.

To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to Section 149,152,161(1), and any other provisions applicable, of the Companies Act, 2013 (‘the Act’) [including statutory modification(s) or re- enactment(s) thereof, for the time being in force] approval, be and is, hereby accorded to the appointment of Mrs. Dhara Gaurav Thanky (DIN – 02565310), Non - Executive Woman Director for a period of 5 consecutive years with effect from 01.10.2024 on recommendation of Nomination & Remuneration Committee liable to retire by rotation in respect of whom the Company has received a requisite notice in writing under Section 160(1) of the Act from a Member, signifying intention to propose her candidature for the office of Director.

NOTICE OF THE 32nd ANNUAL GENERAL MEETING

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5. Revision in significant transactions and arrangements entered by the Company with its Related Parties (i.e. VR Industries) from Rs. 10 Crores (excluding GST) to Rs. 15 Crores (excluding GST):

To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 6A and 15 of the Companies (Meetings of Board and its powers) Rules, 2014 and other Rules applicable, if any, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and subject to Regulation 23 and other regulations, applicable if any, of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 approval of the members be and is hereby accorded to the Company to carry on and/or enter into an agreement(s) or otherwise with V R Industries for purchase / sale of goods and services, for the remaining residual period up to 30th September, 2026 for the amount not exceeding 15 Crores (excluding GST) (Rupees Fifteen Crores) per annum on such other terms and conditions as may be agreed to by the Board of Directors subject to such agreement(s) being carried out in the ordinary course of business and at arm’s length.

“RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and to take all such steps as may be necessary for the purpose of giving effect to this resolution.”

6. Continuation of remuneration payable to Mr. Aarasp Bejan Bodhanwala (DIN: 00421362).

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Sections 197, and other applicable provisions, if any, read with Schedule V to the Companies Act, 2013 and applicable provisions if any of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], approval be and is hereby accorded, to the continuation of payment of remuneration to Mr. Aarasp Bejan Bodhanwala (DIN: 00421362) as Director (Non-Executive) (belonging to promoter group) at Rs. 1.00 lac per month with effect from 1[st] October 2024 for his residual term ending on 30th September, 2026.

RESOLVED FURTHER THAT in case of no profit or inadequacy of profits in any financial year during the currency of his tenure, the remuneration as aforesaid will be paid as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to vary the terms and conditions of remuneration as also to authorise any person to do all such acts, deeds and things, including to enter into such agreement(s), deed(s) of amendment(s) or any such document(s), as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution.”

7. To authorize the Board of Directors for exercising borrowing powers pursuant to section 180(1) (c) of the Companies Act, 2013:

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“RESOLVED THAT pursuant to Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 consent of the Company, be and is, hereby accorded to the Board of Directors of the Company to borrow from time to time, for the purpose of the Company’s business, such sum or sums of money, as it in its absolute discretion thinks fit, notwithstanding that the monies so borrowed together with the monies already borrowed by the Company and remaining outstanding shall be in excess of the aggregate of the paid-up capital and reserves, but not exceeding Rs. 100 Crores (Rupees Hundreds Crores).”

NOTICE OF THE 32nd ANNUAL GENERAL MEETING

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8. To Create/Modify the Charge on the Assets of the Company to secure Borrowing of the Company in any manner:

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“RESOLVED THAT pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the Memorandum and Articles of Association of the Company and subject to such conditions as may be prescribed by the Lender and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'the Board’), consent be and is, hereby granted to the Board of Directors to Create/modify a Charge on the assets of the Company as the Board may deem fit and to do all such other acts, deeds, matters and things, which are incidental and consequential thereto or which may be considered necessary by the Board.”

9. Ratification of remuneration payable to the Cost Auditors of the Company for the Financial Year 2024-25:

To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION :

“RESOLVED THAT, pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force), and other applicable acts, rules and regulations, if any and pursuant to the recommendation of Audit Committee, the remuneration payable to M/s Diwanji & Associates, Cost Accountants, Vadodara (Firm Registration No. 100227), appointed by the Board of Directors of the Company as the Cost Auditors vide resolution dated 2th September, 2024, to conduct the audit of the cost records of the Company for the Financial Year 2024-25, amounting to 35000/- (Rupees Thirty five Thousand Only) plus taxes and reimbursement of out of pocket expenses that may be incurred during the course of audit, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT, any of the Directors or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary and incidental for giving effect to this resolution.”

By order of the Board of Directors of Axel Polymers Limited

Sd/Jigardan Gadhavi Date: 02.09.2024 Company Secretary Place: Mokshi M. No. A52215

NOTICE OF THE 32nd ANNUAL GENERAL MEETING

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ANNEXURE - I

INFORMATION ABOUT THE APPOINTEE PURSUANT TO REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015: READ WITH CLAUSE 1.2.5 OF SECRETARIAL STANDARDS-2:

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Name of the Director Mr. A. B. Bodhanwala Mrs. Dhara Gaurav Thanky Mr. Gaurav Thanky
Designation Non-Executive Director Woman - Non - Executive Chairman & Managing
w.e.f. 05.07.2024 Director Director
DIN 00421362 02565310 02565340
Age 64 years 47 Years 50 Years
Date of Birth 19.06.1960 01.07.1977 15.01.1974
Nationality Indian Indian Indian
Date of first Appointment 01.03.1993 -- 01.06.2014
Qualification Chartered Accountant Post-Graduate Engineer
Expertise Corporate Affairs General Management Marketing & Customer
Development
Directorship in the other Board 1. Tia Plastek Private NA NA
Companies as on 31.03.2024 Limited
(Excluding Axel Polymers Limited)
Chairmanship/Membership of 1. Audit Committee NA No.
Committee of the Board of the
Listed Companies in which
he/she is a director as on
31.03.2024
Shareholding in the Company as 9,87,020 Equity Shares 2,22,571 Equity Shares 36,10,025 Shares
on 31.03.2024
Relationship with any Director(s) She is related to Mr. Gaurav He is related to Mrs. Dhara
and Key Managerial Personnel NO Thanky, Managing Director Gaurav Thanky
(KMP) of the Company of the Company.
Terms and conditions of Being re-appointment as On the terms and conditions Being re-appointment as
Reappointment Director liable to retire by as set out in the explanatory Director liable to retire by
rotation as well as Non- statement. rotation
Executive Director on the
terms and conditions as
set out in the explanatory
statement.
Details of Remuneration last Rs. 36,00,000/- P.A. NA Rs.1,14,00,000/- P.A.
drawn, if any (for FY 2023-2024) as per (for FY 2023-24) as per
Resolution passed at the Resolution passed at the
31 [st] AGM held on 31 [st] AGM held on
29.09.2023 29.09.2023
No. of Board Meetings attended 9 Board Meetings NA 8 Board Meetings
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

4. Approve the appointment of Mrs. Dhara Gaurav Thanky (DIN: 02565310)

Your Directors, in terms of the recommendation of Nomination and Remuneration Committee approved and recommended the appointment of Mrs. Dhara Gaurav Thanky (DIN: 02565310) as Non - Executive Woman Director for a period of 5 years w.e.f 01.10.2024 subject to the approval of the Shareholders at the ensuing Annual General Meeting.

The Company has received a notice under Section 160 of the Companies Act, 2013 from a member proposing her candidature as Director in the capacity of Non - Executive Woman Director of the Company liable to retire by rotation.

NOTICE OF THE 32nd ANNUAL GENERAL MEETING

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The brief resume of Mrs. Dhara Gaurav Thanky (DIN: 02565310) together with other details as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Clause 1.2.5 of Secretarial Standards-2 relating to General Meetings is provided in Annexure I to this notice. In the opinion of the Board, she possesses sufficient knowledge which would benefit the business of the Company.

The copy of the draft letter for appointment of Mrs. Dhara Gaurav Thanky (DIN: 02565310) as an Non - Executive Director would be available for inspection by the members at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any working day, except Saturdays, Sundays and Public Holidays upto the date of the meeting. Your Directors, seek and recommend the resolution as set out in item No. 4 of the accompanying notice by Ordinary Resolution.

Except Mr. Gaurav Thanky, Mrs. Dhara Gaurav Thanky and their relatives, no other Directors/ Key Managerial Personnel or their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution set out at Item No. 4 of the Notice.

5. Related Party Transaction

In terms of Section 188(1) of the Companies Act, 2013 read with Rules 6A and 15 of the Companies (Meetings of Board and its powers) Rules, 2014 and other Rules, applicable, if any and Regulation 23 and other regulations applicable, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 any transaction entered into between related parties for sale, purchase or supply of any goods or materials, availing or rendering of any services exceeding 10% of the turnover as per latest audited financial results require approval of the members of the Company by way of an Ordinary Resolution.

Earlier, shareholders approved the said Related Party Transactions at the 31st Annual General Meeting held on 29th September, 2023 for the period of 3 years with effect from 1st October, 2023.

On the recommendation and approval of the Audit Committee, the Board was informed that it would be expedient to recommend the revision in the Related Party Transactions with the VR Industries for the remaining residual period up to 30th September, 2026. Particulars of the transactions on the revision on terms, which are proposed to be entered into by the Company are provide herein below:

Particulars of the transactions, which are proposed to be entered into by the Company are provide herein below

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Name of Name of director / KMP who Nature, material terms and Amounts (Rs.)
Related is related and nature of particulars of contracts or
Party relationship arrangements
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Particulars of the transactions, which are proposed to be entered into by the Company are provide herein below	Particulars of the transactions, which are proposed to be entered into by the Company are provide herein below	Particulars of the transactions, which are proposed to be entered into by the Company are provide herein below	Particulars of the transactions, which are proposed to be entered into by the Company are provide herein below
Name of Related Party Name of director / KMP who is related and nature of relationship Nature, material terms and particulars of contracts or arrangements Amounts (Rs.)
VR Industries	Mr. Gaurav Thanky Director/ KMP of the Company is a partner of the related party	Purchase of Various types of plastic resin Sale of Compounds PPE/PBT/NYLON & Other Contract Period : for the remaining residual period up to 30th September, 2026	Not exceeding Rs. 15 Crores (Excluding GST) per annum

Accordingly, your Directors seek and recommend your approval to the resolution as set out in Item no. 5 of the accompanying notice by way of Ordinary Resolution.

Except Mr. Gaurav Thanky and their relatives, no other Directors/ Key Managerial Personnel or their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution set out at Item No. 5 of the Notice.

NOTICE OF THE 32nd ANNUAL GENERAL MEETING

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6. Continue Payment of Remuneration to Mr. A. B. Bodhanwala (DIN: 00421362)

Considering valuable contributions as well as job responsibilities shouldered by Mr. A. B. Bodhanwala (DIN: 00421362) as Executive Director – CFO (Non- Executive Director w.e.f. 5[th] July, 2024), your Directors at their Meeting held on 2[nd] September, 2024, in terms of the recommendation of Nomination and Remuneration Committee approved the continuation of payment of remuneration of Rs. 1,00,000 pm to Mr. A. B. Bodhanwala (DIN:00421362) (belonging to promoter group) with effect from 1[st] October 2024 as Director (Non-Executive Director) for his residual term ending on 30th September, 2026 (as per Resolution passed at the 31[st] AGM held on 29.09.2023), in accordance with provisions of Section 197 and other provisions applicable, if any read with Schedule V of the Companies Act, 2013.

Minimum Remuneration: Notwithstanding anything contained, wherein in any financial year, during the currency of the tenure of Mr. A. B. Bodhanwala as Executive Director – CFO (upto 4[th] July, 2024) and Non-Executive Director (from 5[th] July, 2024) of the Company, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites as specified above.

Other terms and conditions:

• a. In the event of absence or inadequacy of profits in any financial year during their tenure, salary and perquisites subject to the limits stipulated under Schedule V read with Section 197 of the Companies Act, 2013, are payable.

• b. No sitting fees shall be paid to the Executive Directors for attending the meetings of the Board of Directors or Committees thereof.

• c. They are liable to retire by rotation.

Requisite Additional information as prescribed in item no. (iv) of sub-paragraph “B” of paragraph (1) of section II of schedule V of Companies Act, 2013 is available in “Annexure A” to this notice.

The terms and conditions of Appointment of Mr. A. B. Bodhanwala, also include clauses pertaining to adherence with the Company’s Code of Conduct, including non-conflict of interest with the Company and maintenance of confidentiality.

ANNEXURE- A

Additional information required as per Schedule V to the Companies Act, 2013, relating to Item no. 6 of the Notice of Annual General Meeting.

I. General information:

• (i) Nature of Industry: Polymer Compounding.

• (ii) Date or expected date of commencement of commercial production: - Already commenced.

• (iii) In Case of new Companies expected date of commencement of activities as per project approved by financial institution approved in the prospectus: - N.A.

• (iv)

Particulars 2023-24(Rs. In Lacs)	Particulars 2023-24(Rs. In Lacs)
Effective capital Rs.1499.01/-
Total Income Rs. 12795.20/-
Profit after Tax	Rs. 155.59/-

• (v) Foreign investments or collaborators, if any: Nil

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II. Information about the Appointee Director:

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S. Particulars Mr. A. B. Bodhanwala
N.
1 Background details of the Mr. A.B. Bodhanwala is a Chartered Accountant by profession and
Managerial Personnel: is the promoter of Axel Polymers Limited. He graduated from M.S.
University of Baroda and has a long experience of 36 years in the
field of Finance, Law and Corporate Activities.
2 Past remuneration: Rs. 36,00,000/- (FY 2023-24) as per Resolution passed at the 31 [st]
AGM held on 29.09.2023
3 Recognition or awards: The Company has no information to offer.
4 Having regard to their rich and very vast experience and
Job Profile and suitability: contributions made so far for the Company in parity with the job
profile, your Directors are of the opinion that they are suitable to
hold the position.
5 Proposed remuneration: As aforesaid in the explanatory statement
6 Comparative The remuneration as proposed is comparable to that drawn by the
remuneration profile with peers in the similar capacity in the industry and is commensurate
respect to industry, size of with the size of the Company, responsibilities shouldered by him
the Company, profile of and the industry benchmarks.
the position and person:
7 Interested party to Except Mr. A. B. Bodhanwala and his relatives, no other Directors/
aforesaid resolution Key Managerial Personnel or their relatives shall be deemed to be
interested or concerned financially or otherwise in the aforesaid
resolution.
8 Pecuniary relationship He has pecuniary relationship with the Company as aforesaid.
directly or indirectly with
the Company or
relationship with
Managerial Personnel, if
any:
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III. Other Information:

• a. Reasons of loss or inadequate profit:

Inadequacy of profit can be mainly attributed to the reduced margins of the Company due to increase in stiff competition in Polymers / Engineering Plastic Market from Organized and Unorganized Sectors, and other external factors such as recession, Tax reforms, the volatile market conditions of Raw Materials, crunch of Working Capital etc.

Steps taken or proposed to be taken for Improvement:

While the external factors are beyond the control of the Company, the Company is focusing on Internal Factors for betterment of the Company such as better product mix, cost control, continual improvement in Process & Product Quality, reduction the credit cycle period on credit sales which would reduce the dependence on external borrowing, focus on maximum profit margin product, maintain the quality of the product and improving efficiency and reduce power cost per Kg production etc. Though, the prices of raw materials and products are influenced by external factors, the Company is making all possible efforts to hedge and improve the margins.

• b. Expected increase in productivity and profits in measurable terms:

The Company is very conscious about improvement in productivity and undertakes constant measures to improve it. However, it is extremely difficult in the present scenario to predict profits in measurable terms.

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IV Disclosures:

• (i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors: As per Explanatory Statement & Company Policy.

• (ii) Details of fixed component. and performance linked incentives along with the performance criteria; As per Company Policy

Except Mr. A. B. Bodhanwala and his relatives, no other Directors/ Key Managerial Personnel or their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution set out at Item No. 6 of the Notice.

7. Authorize the Board of Directors for exercising borrowing powers pursuant to section 180(1) (c)

of the Companies Act, 2013.

In terms of Section 180(1) (C) of the Companies Act, 2013, borrowing including existing borrowings (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) by the Company beyond the aggregate of the paid up capital of the Company and its free reserves would require approval from the Shareholders of the Company by way of Special Resolution.

In order to meet the fund requirements of the Company for both short term as well long terms, the Company may be required to borrow from time to time by way of loans or other securities. Hence it is proposed to authorize the Board of Directors of the Company to borrow up to Rs. 100 Crores including existing borrowing.

Your Directors recommend and seek your approval to the resolution as set out in item No. 7 of the accompanying Notice by way of Special Resolution.

Neither any of the Directors/Key managerial Personnel nor their relatives shall be deemed to be interested or concerned, financially or otherwise in the resolution.

8. To authorize the Board of Directors to Create/Modify the Charge on the Assets of the Company to secure Borrowing of the Company in any manner.

As per the provisions of section 180(1)(a) of the Companies Act, 2013 (‘the Act’), a company shall not sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the Company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings, unless approval of the shareholders is obtained by way of a special resolution.

In connection with the loan / credit facilities to be availed by the company, as and when required, through various sources for business purposes, the Company might be required to create charges over its assets, properties and licenses by way of hypothecation, mortgage, lien, pledge etc. in favour of its lenders for the purposes of securing the loan/credit facilities extended by them to the company.

Accordingly, Your Directors recommend and seek your approval to the resolution as set out in Item No. 8 of the accompanying Notice by way of Special Resolution.

No Director/ Key Managerial Personnel or their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution.

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9. Ratification of remuneration payable to the Cost Auditors of the Company for the Financial Year 2024-25:

The Board of Director in its meeting held on 02.09.2024, based on the recommendation of the Audit Committee, approved the Appointment of M/s Diwanji & Associates, Cost Accountants, Vadodara (Firm Registration No. 100227), as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2024-25 at a cost audit fee of 35000/- (Rupees Thirty Five Thousand only) plus government taxes and reimbursement of out-of-pocket expenses that may be incurred during the course of audit.

In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost audit fee payable to the Cost Auditor needs to be ratified by the Members of the Company.

The Board of Directors propose the ratification of the cost audit fee to be paid to /s Diwanji & Associates, Cost Accountants, Vadodara (Firm Registration No. 100227), for conducting the cost audit of the Company for Financial Year 2024-25 and recommends the passing of Ordinary Resolution as set out in Item No.9 of the accompanying Notice for the approval of the members.

None of the Directors or any of the Key Managerial Personnel of the Company and their relatives are directly or indirectly, concerned or interested, financially or otherwise, in the resolution set out at Item No.9.

The Board of Directors recommends the passing of the Ordinary Resolutions as set out in Item No.9 of the Notice.

By order of the Board of Directors of Axel Polymers Limited Sd/Jigardan Gadhavi

Date: 02.09.2024 Company Secretary Place: Mokshi M. No. A52215

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GENERAL NOTES:

1. Pursuant to General Circular nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 08, 2021, 21/2021 dated December 14, 2021, 2/2022 dated May 05, 2022, 10/2022 dated December 28, 2022, and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) Companies are allowed to hold Annual General Meeting (AGM) through VC/OAVM up to September 30, 2024, without the physical presence of Members at a common venue.

The proceedings of the AGM are deemed to be conducted at the Registered Office of the Company situated at 309, Mokshi, Sankarda - Savli Road, Tal. Savli, Dist. Vadodara 391780, Gujarat, India.

1. In terms of the Circulars, the physical attendance of Members is dispensed with and there is no requirement of appointment of proxies. Accordingly, the facility for appointment of proxies by Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, Corporate Members are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-Voting. Since the AGM will be held through VC/OAVM, the Route Map for AGM venue is not required to be annexed to the Notice.

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1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2. In compliance with the Circulars, Notice of the AGM along with the Annual Report for the Financial Year 2023-2024 is being sent only through email to those Members whose email IDs are registered with the Company/Depositories. Members may note that the Notice of the AGM and Annual Report for the Financial Year 2023-2024 will also be available on the Company’s website www.axelpolymers.com, and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the website of NSDL (agency providing the e-Voting facility) at www.evoting.nsdl.com.

3. Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic mode and with the Company’s Registrar & Share Transfer Agent i.e. Link Intime India Private Limited (“RTA”) in case the shares are held by them in physical mode.

4. The Securities and Exchange Board of India (‘SEBI”) has mandated the submission of Permanent Account Number (“PAN”) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN to the Company/ Company’s RTA.

5. In view of SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) are being processed only in the dematerialised form with effect from April 1, 2019. Therefore, the Members are requested to take prompt action to dematerialise the Equity Shares of the Company. The Members may contact the Company or the Company’s RTA for assistance in this regard.

6. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the businesses under Item Nos. 4 to 9 of the Notice, is annexed thereto. Further, the relevant details with respect to Item No. 2 to 4 to pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment/revision in remuneration at this AGM are also annexed to the Notice as Annexure-I .

7. The Members can join the AGM through VC/OAVM mode, 15 minutes before and after scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e. 28[th] September, 2024. Members seeking to inspect such documents can send an email to cs@axelpolymers.com.

9. Pursuant to Section 91 of the Act, the Register of Members of the Company will be closed from Sunday, 22[nd] September, 2024 to Saturday, 28[th] September, 2024 (both days inclusive) for the purpose of AGM.

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1. The Company has appointed M/s. Link Intime India Private Limited as its Registrar and Share Transfer Agent (“RTA”) for rendering the entire range of services to the shareholders of the Company. Accordingly, all investor service requests and other communications in relation thereto with respect to shares in electronic and physical form should be addressed to the Registrars directly at their following address quoting folio no., full name and name of the Company as:

Unit: Axel Polymers Limited

M/s Link Intime India Private Limited

Geetakunj, 1, Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara – 390015.

Tel: 0265 - 3566 768 Email Id: vadodara@linkintime.co.in Website: https://www.linkintime.co.in/

13. Process for Registration/updation of E-mail ID, PAN, Bank Account Details and other details:

Type of Holder		Process to be followed
Physical		For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, M/s Link Intime India Private Limited either byemail to vadodara@linkintime.co.in or by post to Geetakunj,1, Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara–390015.Tel:0265-3566 768
		Form for availing investor services to register PAN, email address, bank details and other KYC details or changes/update thereof for securities held inphysical mode Form ISR-1
		Update ofsignature ofsecuritiesholder Form ISR-2
		For nomination as provided in the Rules 19 (1) of Companies (Share capital and debenture)Rules, 2014 Form SH-13
		Declaration for optingout of Nomination Form ISR-3
		Cancellation of nomination by the holder(s) (along with ISR-3)/Change of Nominee Form SH-14
		Form for requesting issue of Duplicate Certificate and other service requests for shares/ debentures/ bonds, etc., held in physical form Form ISR-4
		The forms for updating the above details are available at: RTA (Link Intime) Website :https://linkintime.co.in/home-KYC.html Company Website :https://axelpolymers.com/document/shareholder-services
Demat		Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (“NECS”), Electronic Clearing Service (“ECS”), mandates, nominations, power of attorney, change of address/name, e-mail address, contact numbers, etc. to their Depository Participant (“DP”) only, and not to the Company’s RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its RTA to provide efficient and better services to theMembers.

This may be treated as an advance opportunity in terms of proviso to Rule 18(3) (i) of the Companies (Management and Administration) Rules, 2014.

1. In compliance with Section 108 of the Act, read with the corresponding Rules, Regulation 44 of the Listing Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated December 9, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ("NSDL") for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-Voting system as well as voting during AGM will be provided by NSDL.

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1. Members who have cast their votes by remote e-Voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by Members holding shares in dematerialised mode, physical mode and for Members who have not registered their e-mail addresses is provided in the “Instructions for e-Voting” section which forms part of this Notice.

2. Relevancy of questions and the order of speakers at the Meeting will be decided by the Chairman

3. The Board of Directors of the Company has appointed Mr. Devesh Pathak, Practising Company Secretary (Membership No.: FCS- 5545), Proprietor, M/s Devesh Pathak & Associates, Vadodara, as the Scrutinizer, to scrutinize the voting during the AGM and remote e-Voting process in a fair and transparent manner.

4. Members holding shares either in physical or dematerialized form, as on Saturday, 21[st] September, 2024 (“ Cut-off Date ”), may cast their votes electronically. The e-Voting period commences on Wednesday, 25th September, 2024 (9:00 A.M. IST) and ends on Friday, 27th September, 2024 (5:00 P.M. IST). The e-Voting module will be disabled by NSDL thereafter. A Member will not be allowed to vote again on any resolution on which vote has already been cast.

5. The voting rights of Members shall be proportionate to their share of the paid-up equity share capital of the Company as on the Cut-off Date, i.e. as on Saturday, 21[st] September, 2024.

6. A person who is not a Member as on the Cut-off Date is requested to treat this Notice for information purposes only.

21. SEBI vide its Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 November 17, 2023, read with Master Circular for Registrars to an Issue and Share Transfer Agents dated May 17, 2023 issued by SEBI, has reiterated that:

• a) it is mandatory for all holders of physical securities to furnish their PAN as well as KYC to the RTA of the Company in respect of all concerned Folios. The Folios wherein even any one of the PAN, Address with PIN Code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination by holders of physical securities are not available on or after April 01, 2024, any service requests or complaints received from the member, are not processed by RTA till the aforesaid details/ documents are provided to RTA.

• b) in case of non-updation of PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature in respect of physical folios, dividend/interest (if any) etc. shall be paid only through electronic mode with effect from April 01, 2024, upon furnishing all the aforesaid details in entirety.

• c) If a security holder updates the PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and Specimen Signature after April 01, 2024, then the security holder would receive all the dividends/interest (if any) etc. declared during that period (from April 01, 2024 till date of updation) pertaining to the securities held after the said updation automatically

Shareholders of the Company holding shares in physical form are therefore requested to furnish / update their PAN, Address with PIN Code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination Details, if not done earlier, with the RTA of the Company by using the relevant forms as mentioned herein below .

The forms for updating the above details are available at:

RTA (Link Intime India Private Limited) Website: https://linkintime.co.in/home-KYC.html

Company Website: https://axelpolymers.com/document/shareholder-services

At this juncture, we once again request the shareholders holding shares in physical form for getting their physical shares converted to demat at the earliest.

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1. As the Company has adopted the practice of Green Initiative, Members who have not registered their e- mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically

2. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through the e-Voting system during the AGM.

3. Any person holding shares in physical form, and non-individual shareholders who acquire shares of the Company and become Member of the Company after the Notice is sent and holding shares as of the Cut-off Date, i.e. Saturday, 21st September, 2024 , may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he / she is already registered with NSDL for remote e- Voting, then he / she can use his / her existing user ID and password for casting the vote. In case of individual shareholders holding securities in demat mode, who acquire shares of the Company and become Member of the Company after the Notice is sent and holding shares as of the Cut-off Date, may follow steps mentioned in the Notice under ‘Instructions for e-Voting’.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Wednesday, 25[th] September, 2024 at 09:00 A.M. and ends on Friday, 27[th] September, 2024 at 05:00 P.M . The remote e-voting module shall be disabled by NSDL for voting thereafter.

The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Saturday, 21[st] September, 2024 , may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 20[th] September, 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Individual Shareholders holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. securities in demat mode with https://eservices.nsdl.com either on a Personal Computer or on a NSDL. mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e.

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NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-

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Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at 022- 4886 7000 and 022-2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c. How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form.

The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in process **for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a. Click on “Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b. Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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• d. Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to maildeveshpathak@rediffmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on. 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

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1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@axelpolymers.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@axelpolymers.com. If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e- Voting system. Members may access by following the steps mentioned above for Access to NSDL e- Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request on or before the Cut-off date; i.e. Saturday, 21[st] September, 2024 mentioning their name, demat account number/folio number, email id, mobile number at cs@axelpolymers.com.

The shareholders who do not wish to speak during the AGM but have queries may send their queries on or before the Cut-off date; i.e. Saturday, 21[st] September, 2024 mentioning their name, demat account number/folio number, email id, mobile number at cs@axelpolymers.com. These queries will be replied to by the company suitably by email.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

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CIN: L25200GJ1992PLC017678

Registered Office: 309, Mokshi, Sankarda - Savli Road, Tal. Savli, Dist. Vadodara – 391780. Corporate Office: B-312, Western Edge II, Off Western Express Highway, Borivali (East), Mumbai - 400066. Email Id: cs@axelpolymers.com , Website: www.axelpolymers.com , Phone: +91 89800 29622.

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