Axel Polymers Ltd. — Annual Report 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: Submission of 32[nd] Annual Report of the Company for the Financial Year 2023-2024.

Dear Sir/Madam,

The 32[nd] Annual General Meeting ("AGM") of the Company will be held on Saturday, 28[th] September, 2024 at 9:45 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”).

Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of 32[nd] Annual Report of our Company for the financial year 2023-2024.

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 17:13:58 +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.

32[nd] Annual Report & Accounts – 2023-2024

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CONTENTS
Particulars Page No.
32 [nd] AGM Notice 2-20
Board’s Report and Annexures 21-41
Independent Auditors’ Report 42-57
Balance Sheet 58
Statement of Profit and Loss 59
Cash Flow Statement 60-61
Statement of changes in equity 62
Notes to the Financial Statements 63-91
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AXEL POLYMERS LIMITED

COMPANY IDENTIFICATION NO (CIN)

L25200GJ1992PLC017678

BOARD OF DIRECTORS / KMPs

Chairman & Managing Director

Mr. Gaurav Thanky Chairman & Managing Director Mr. A. B. Bodhanwala Whole-time Director cum CFO (Non-Executive Director wef 04.07.2024) Dr. (Mrs) M. A. Bodhanwala Director (Woman Non-Executive) (resigned w.e.f 03.07.2024 ) Mr. Haresh Kothari Director (Independent - Non-Executive) Mr. Umang Dasani Director (Independent - Non-Executive) Mr. Jigardan Ajitdan Gadhvi Company Secretary & Compliance Officer

STATUTORY AUDITORS

INTERNAL AUDITORS

Mukund & Rohit

Chartered Accountants E-8, Avishkar Complex, Old Padra Road, Vadodara, Gujarat - 390007

M/s Chirag Bhatt & Associates Chartered Accountants 204 Radha Krishna Flat A wing, Radha Krishna Cross Road, Akota, Vadodara - 390012

SECRETARIAL AUDITORS & COMPANY LAW ADVISOR

M/s. Devesh Pathak & Associates

Practising Company Secretaries First Floor, 51, Udyognagar Society, Nr. Ayurvedic College, Outside Panigate, Vadodara-390019

REGISTRAR & SHARE TRANSFER AGENT

M/s Link Intime India Private Limited

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

BANKERS

BANK OF BARODA HDFC BANK

REGISTERED OFFICE & WORKS

309, Mokshi, Sankarda-Savli Road Tal. Savli, Dist. Vadodara 391 780 Gujarat, India Phone: +91 89800 29622 Website: www.axelpolymers.com

CORPORATE OFFICE

B-312, Western Edge II, Off. Western Express Highway, Borivali (East), Mumbai - 400 066, Maharashtra, India. Phone: +91 22 41207546 Website: www.axelpolymers.com

32nd Annual Report - FY 2023-2024

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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.

32nd Annual Report - FY 2023-2024

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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).”

32nd Annual Report - FY 2023-2024

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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

32nd Annual Report - FY 2023-2024

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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.

32nd Annual Report - FY 2023-2024

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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.

32nd Annual Report - FY 2023-2024

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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

32nd Annual Report - FY 2023-2024

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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.

32nd Annual Report - FY 2023-2024

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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.

32nd Annual Report - FY 2023-2024

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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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BOARD’S REPORT

Dear Members,

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.)

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Particulars 2023-2024 2022-2023
Revenue from Operations 12791.61 8264.93
Other Income 3.59 27.65
Total Income 12795.20 8292.58
Profit/(Loss) before Depreciation and Tax 298.78 224.14
(Less): Depreciation (70.16) (54.01)
Profit/(Loss) before Tax 228.62 170.13
Add/(Less): Tax Expenses
i. Current Tax (38.17) (28.40)
II. Deferred Tax (16.36) (5.56)
III. Minimum alternate tax credit entitlement (16.48) (16.46)
IV. Taxation adjustments for earlier years (2.02) (1.28)
Net Profit/(Loss) for the year 155.59 118.42
Other Comprehensive Income for the Year (Net of Tax) 2.96 2.36
Total of Other Comprehensive Income 152.63 120.78
Add/(Less): Balance Brought Forward 257.47 136.68
Add/(Less):Prior Period Item (6.75) -
BALANCE CARRIED FORWARD TO BALANCE SHEET 403.34 257.47
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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.

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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.

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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

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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.

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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

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Power & Fuel Consumption- Electricity 2023-2024 2022-2023
Consumed Quantity units 7,50,886 5,81,970
Amount in Rs. 67,42,148 49,56,392
Rate/Unit Rs. 8.98 8.52
Production Quantity M. T 4912.481 2262.400
Power Cost Per Kg. of Production Rs. 1.37 2.19
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(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.)

(C) Foreign Exchange Earnings and Outgo (Rs. in Lacs.)	(C) Foreign Exchange Earnings and Outgo (Rs. in Lacs.)	(C) Foreign Exchange Earnings and Outgo (Rs. in Lacs.)
Particulars 2023-2024 2022-2023
Foreign Exchange Earned 2.26 141.93
Foreign Exchange Spent	341.89	322.01

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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.

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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:

Sr No	Name of the Directors	Designation	Nature of Directorship
1	Haresh P. Kothari	Chairman	Non-Executive Independent Director
2	AaraspBejan Bodhanwala	Member	Executive(WTD)Director cum CFO
4	UmangDasani	Member	Non-Executive Independent Director

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:

Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship
1 Haresh P. Kothari Chairman Non-Executive Independent Director
2 Minnie AaraspBodhanwala Member Non – Executive Director
3	UmangDasani	Member	Non-Executive Independent Director

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

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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.

Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship	Sr. No Name of the Directors Designation Nature of Directorship
1 UmangDasani Chairman Non-Executive Independent Director
2 Minnie AaraspBodhanwala Member Non-Executive Director
3	Haresh P. Kothari	Member	Non-Executive Independent Director

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.

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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

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ANNEXURES TO THE REPORT OF BOARD OF DIRECTORS

ANNEXURE – 1

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, AXEL POLYMERS LIMITED S NO 309, VIL-MOKSHI, SANKARDA-SAVLI ROAD, TAL-SAVLI, VADODARA, GUJARAT,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the AXEL POLYMERS LIMITED’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2024 according to the provisions of:

• (i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -

• a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; [presently: The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.]

• c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [presently: The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018]

• d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999[Presently: The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]

• e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Repealed)

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• f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Presently: The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021]

• h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 [Presently: The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

• (vi) Having regard to the products, processes and locations of the Company as also having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis , we further report that the Company has materially complied with the following laws applicable specifically to the Company:

  1. The Environment (Protection) Act, 1986

  2. The Air (Prevention And Control of Pollution) Act, 1981

  3. The Water (Prevention and Control of Pollution) Act, 1974

We have also examined compliance with the applicable clauses of the following:

• I. Secretarial Standards issued by The Institute of Company Secretaries of India.

• II. The Listing Agreements entered into by the Company with BSE Ltd. including The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’).

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and seeking and detailed notes on agenda were sent at least seven days in advance, and a system exists for obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report (by way of information) that during the audit period:

• (a) The Company has not issued any securities during the year under review and accordingly

• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

• The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021]

• The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

were not applicable during the Audit period.

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• (b) The Company has neither got delisted Equity Shares nor bought back any security of the Company and accordingly

• The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and

• The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

were not applicable during the audit period.

• (c) Members of the Company at their 31[th] Annual General Meeting held on 29[th] September, 2023

• Reappointment of Mr. Gaurav Thanky (DIN: 02565340) as a Managing Director by way of ordinary Resolution

• Revision in remuneration of Mr. Gaurav Thanki as a Managing Director by way of Special Resolution.

• Reappointment of Mr. A.B. Bodhanwala (DIN: 00421362) as an Executive Director by way of ordinary Resolution.

• Revision in remuneration to Mr. A.B. Bodhanwala (DIN: 00421361) as an Executive Director by way of Special Resolution

• Appointment of Mr. Haresh Padamshi Kothari (DIN: 05140850) as an Independent Director by way of Special Resolution.

• Appointment of Mr. Umang Hasmukhbhai (DIN: 09787208) as Independent Director by way of ordinary Resolution.

• (d) Out of 52,17,391 Equity Shares held by the promoters, 50,85,891 Equity Shares are already dematerialized. As informed to us balance physical 1,31,500 Equity Shares are held by the persons other than Directors or their relatives.

• (e) Corporate Governance provisions as specified in LODR were not applicable in terms of Regulation 15(2)(a) of LODR during the year review as the Paid-up equity Capital and Net Worth of the Company as at 31[st] March, 2023 did not exceed Rs.10 crores and Rs. 25 crores respectively.

. For Devesh Pathak & Associates Practising Company Secretaries

Date: 16[th] August, 2024 Place: Vadodara

Sd/- CS Devesh A. Pathak Founder FCS 4559 CoP No.: 2306 PR: 1412/2021 Firm Regn. No.: S2018GJ621500 UDIN: F004559F000984758

Note: This report is to be read with our letter of even date which is enclosed as forming integral part of Report.

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To, The Members, AXEL POLYMERS LIMITED S No 309, Vil-Mokshi, Sankarda- Savli Road Tal-Savli, Vadodara - 391780

16[th] August, 2024

• Ref: Secretarial Audit Report dated 16[th] August, 2024 pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• 1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

• We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and the practices we followed provided reasonable basis for our opinion.

• We have received an Independent Auditor’s Report and Audited Financial Statement for the financial year ended on 31[st] March, 2024 and accordingly, we have relied upon the Unaudited Financial Statement and Management Representation provided by the Company on the matter.

• We have not verified the correctness and appropriateness of financial records and books of Accounts of the Company and have relied upon the reports of designated professionals including Statutory Auditors for the purpose. Wherever required, we have obtained the Management representation about the compliance of laws, rules, regulations and happenings of events etc.

• The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards, is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

• Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Devesh Pathak & Associates Practising Company Secretaries

Sd/CS Devesh A. Pathak Founder Membership No.FCS 4559 CoP No.:2306

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Annexure – 2

Form AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements, or transactions entered into during the year ended 31[st] March 2024, which were not at arm’s length basis.

1. Details of material contracts or arrangement or transactions at arm’s length basis

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(a) Name(s) of the related V.R. Industries Mr. Gaurav Thanky
party and nature of Mr. Gaurav Thanky, MD of the MD of the Company
relationship Company is a Partner.
(b) Nature of contracts / Manufacturing, Purchase & Sales Payment of rent for Office
arrangements / Agreement premises
transactions
(c) Duration of the For a period of three (3) years with 36 Months w.e.f. 01.09.2021
contracts / effect from 1st October, 2023 to
arrangements / 30th September, 2026
transactions
(d) Salient terms of the The Terms are mainly to Buy, Sell Details of property
contracts or or Manufacture Compounds of
arrangements or Engineering Polymers in domestic B / 312, Western Edge II, Off
transactions including as well as Export Market. Western Express Highway,
the value, if any: Borivali (East) Mumbai 400 065
Value of transactions not
exceeding Rs. 10.00 crores (As per terms of Leave and
License Agreement (Revision, if
(excluding GST) per annum.
any))
(e) Date(s) of approval by 29.08.2023 01.09.2021
the Board, if any:
(f) Amount paid as NIL NIL
advances, if any:
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Date: 02.09.2024 For and on behalf of Board of Place: Mokshi Axel Polymers Limited Sd/Gaurav Thanky

Sd/Chairman & Managing Director DIN: 02565340

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ANNEXURE – 3

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been prepared in accordance with the provisions of Regulation 34(2)(e) of Listing Regulations, with a view to provide an analysis of the business and Financial Statements of the Company for FY 2023-24 and should be read in conjunction with the respective Financial Statements and notes thereon.

A. ECONOMIC OVERVIEW:

GLOBAL ECONOMY:

Global economic activity is experiencing a broad-based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Global Uncertainty. Global growth is forecasted to be slower in the current scenario. Inflation could continue to prove more persistent than anticipated, with further disruptions to energy and food markets still possible. A sharper slowdown in China would drag on growth around the world even further. Public debt remains elevated in many count

With inflation persisting in the advanced economies and the central banks hinting at further rate hikes, downside risks to the global economic outlook appears elevated.

OUTLOOK:

The recent conflict in the Middle East, after Russia-Ukraine conflict, has heightened geopolitical risks. Conflict escalation could lead to surging energy prices, with broader implications for global activity and inflation. Other risks include financial stress related to elevated real interest rates, persistent inflation, weaker-than-expected growth in China, further trade fragmentation, and climate change-related disasters.

Against this backdrop, policy makers face enormous challenges and difficult trade-offs. International cooperation needs to be strengthened to provide debt relief, especially for the poorest countries; tackle climate change and foster the energy transition; facilitate trade flows; and alleviate food insecurity.

INDIAN ECONOMY AND OUTLOOK

ECONOMY

India turned its story around in one decade - one that saw populism breakthrough in the West in 2016, demonetization in 2017, the shadow banking crisis of 2018, a once-in-a-lifetime pandemic in 2020, the highest inflation in 40 years in the West (which still continues), and two wars since early 2022. Despite uncertainties, India managed to sail ahead while building its ship. India took determined and focused actions to convert know-how and capabilities into unique products and solutions. India’s emphasis on using technology to accumulate and diffuse tacit knowledge, building high-end manufacturing capacity, and improving competitiveness through exports formed the three necessary catalysts that boosted its growth trajectory and improved its economic fundamentals over the years.

OUTLOOK

The global economy is expected to witness a synchronous rebound in 2025 as major election uncertainties get sorted out and the central banks of the West may announce a couple of rate cuts later in 2024. Analysing changed market conditions, Deloitte has revised India’s annual economic

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growth prediction from 7.6% to 7.8% and estimated the country’s GDP growth to be around 6.6% in FY 2024-25 and 6.75% in the current fiscal as markets learn to factor in geopolitical uncertainties in their investment and consumption decisions. Strong growth numbers over the past two years have helped the economy to catch up with the pre-COVID trends. Investment, backed by strong government spending on infrastructure, has helped India maintain a steady recovery momentum. The difference between actual GDP from the pre-COVID GDP levels is progressively narrowing as growth picks up pace. (Deloitte).

However, there were concerns about inflation and geopolitical uncertainties feeding into higher food and fuel prices. At the same time, the prediction of above normal monsoon would likely provide some respite by positively impacting agriculture output and easing pressure on food prices. Inflation is expected to remain above the Reserve Bank of India’s target level of 4% over the forecast period due to strong economic activity.

B. INDUSTRY STRUCTURE AND DEVELOPMENT

Axel is a leading Manufacturer of Compounds Blends & Alloys of Engineering Polymers in India.

Changing economic and business conditions, technological innovation and technology adoption are making the markets more competitive. The customer focus has shifted to cost saving and alternate solution. Axel always provides the optimum solution to its customer.

The Company serves various industries, focusing especially on automotive, home appliances, electrical and electronics, construction, packaging and the healthcare industry. Changing economic and business conditions, evolving consumer preferences, rapid technological innovation and adoption and globalisation are creating an increasingly competitive market environment. In this environment, our customers are strongly focusing on cost-saving and innovative solutions. The Company is determined to support the success of its customers in their markets to give them a competitive edge. The Company strives to always provide its customers with the best product solutions to support their growth.

These are challenging times across the world. Almost every business every individual is being impacted in these times and your Company is no exception to it. We have worked harder and smarter, delight our customers now more than ever. The true spirit is founded on our enthusiasm, our constant will to renew, our willingness to assume responsibility and to ensure that we succeed.

PRODUCTS

The Product portfolio of your Company is broadly classified into the following sectors:

• Water Management

• Engineering Industry

• Electrical & Electronics

• Automotive

• Household Appliances

With best-in-class production technology, advanced R&D skills, your Company is perfectly equipped to ensure the highest level of quality, efficiency, and innovation.

Your Company continues to focus on innovative solutions to create more value for its customers.

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Segment wise / Product wise performance

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Sales Qty. Value Rs
Class of Goods Unit
(MT) (lacs)
Compounds of Engineering Polymers MT 4537.592 12269.44
Toll Compounds of Engineering Polymers MT NIL NIL
Trading of Engineering Polymers and Compatibilizers MT 154.700 522.17
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OPPORTUNITIES

Polymer Industries in India holds significant opportunities for growth and development. One of the primary opportunities lies in the rising domestic demand for polymers across various industries, including automotive, packaging, construction, and electronics.

Due to the launch of several infrastructure development initiatives such as "Make in India" and "Smart Cities Mission", which require a wide range of polymer-based products for construction, transportation, Water Management, and other sectors, which has created additional market for Polymer Industry.

India's polymer manufacturing industry stands to benefit significantly from “India” strategic position on the global stage, bolstered by favorable foreign relations and numerous free trade agreements (FTAs). These agreements facilitate easier access to international markets, enhancing export competitiveness. Collaborations and technology transfer agreements with global partners allow Indian manufacturers to adopt advanced technologies and improve product quality. Additionally, India's strategic geographical location offers proximity to key markets in Asia, the Middle East, Africa, and Europe, enabling efficient export logistics. Leveraging these opportunities, India's polymer industry is well-positioned to expand its global footprint and boost exports.

By 2025, India’s Consumer Electronics and Appliances Industry is predicted to be the fifth-largest in the world. The Indian Appliances and Consumer Electronics (ACE) market is predicted to nearly double in the next 3 years, reaching approximately US$ 17.93 billion (` 1.48 lakh crore) by 2025.

Despite the single use plastic ban, the packaging industry in India is witnessing robust growth due to increasing urbanization, changing lifestyles, and the rise of e-commerce. One can capitalize on this trend by providing innovative and sustainable packaging solutions. Automotive Industry in India, is expected to grow at a much faster pace; mainly the EVs.

THREATS

Polymer manufacturing heavily relies on the availability and prices of raw materials and other additives. Fluctuations in raw material prices can significantly impact the costs and margins.

Since India imports a significant amount of polymer resins to meet its increasing domestic demand, it creates pressure on domestic manufacturers which may result in lower prices and margins. Polymer manufacturing in India faces several significant threats. The industry heavily relies on imports for crucial raw materials, making it vulnerable to global supply chain disruptions and changes in international trade policies.

Additionally, stringent environmental regulations aimed at curbing plastic pollution are leading to increased compliance costs for manufacturers. Rapid technological advancements globally pose another challenge, as Indian manufacturers must invest in new technologies and research to remain competitive. Furthermore, competition from countries like China, which have more

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advanced manufacturing capabilities and lower production costs, intensifies the pressure on Indian manufacturers.

With the growing global concern about plastic waste and its impact on the environment, Governments and consumers are increasingly pushing for sustainable alternatives to traditional plastics and also resulting in stringent environmental regulations and adapting to eco-friendly manufacturing processes.

The Indian government has implemented various regulations and policies to control plastic waste, including bans on single-use plastics. Rapid advancements in technology may disrupt the traditional manufacturing processes and therefore companies need to invest in research and development to stay competitive and adapt to emerging technologies such as biodegradable polymers, recycling technologies, and additive manufacturing techniques.

It is therefore important for the companies to stay proactive, invest in research and development, explore sustainable alternatives, and maintain a strong understanding of market dynamics to leverage opportunities and mitigate threats.

C. PERFORMANCE ANALYSIS

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. The Net profit for the year was Rs. 155.59 lacs as against Rs. 118.42 lacs in the previous year.

The Company has posted another good year of performance. The demand for Company's product has increased in spite of challenges being faced in the supply chain, substantial increase in raw material costs, adverse economic impact due to Russia- Ukraine war, foreign exchange volatility etc. Some measures were being undertaken to optimize rising input costs comprised of the use of product mix alternatives, cost-effective measures, increased operational scale, quality vendors and procuring from nearest places.

D. COMMITMENT TO QUALITY

The Company is committed to quality. It aims to develop, produce and deliver products which consistently conform to the customer requirements, and to pursue the goal of error-free performance through product, process and quality management. The Company continues to monitor and maintain its effective and well-crafted Quality Control (QC) measures. QC is aligned to the business objectives of the Company and ensures that the Company is focused on maintaining Quality Centric approach towards its customers/ clients. Over the years, the Company has evolved robust processes and strives to improve them continuously.

E. RISK MANAGEMENT

Polymer Industry has a certain specific set of risk characteristics, which needs to be carefully evaluated and mitigated. In order to effectively manage the same, the Company has evolved proactive Risk Management System, which is adhered to. The risk management covers the entire process from capital investment, competitors’ activities, new entrants etc.

Continual reforms and emphasis on technological developments shall reduce the exposure to risk. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth.

F. 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

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controls exercised and reports any suggestions or deviations on a continuing basis. The authority and responsibility of every employee is defined, thus leaving no scope for any deviation.

Your Company's internal control systems are adequate and commensurate with the size of operations. These controls ensure that transactions are authorized, recorded and reported on time. They ensure that assets are safeguarded and protected against loss or unauthorized disposal.

M/s Chirag Bhatt & Associates, Chartered Accountant (Firm reg. no. 148286W), Vadodara, the internal auditors of the Company carried out audits in different areas of your Company's operations. Post-audit reviews were carried out to ensure that audit recommendations were implemented. The audit committee reviews the adequacy and effectiveness of the internal control systems, significant audit observations and monitors the sustainability of remedial measures.

G. FINANCIAL PERFORMANCE VIS-À-VIS OPERATIONAL PERFORMANCE

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. The Net profit for the year was Rs. 155.59 lacs as against Rs. 118.42 lacs in the previous year.

The Company has posted another good year of performance. The demand for Company's product is increased in spite of challenges being faced in the supply chain, substantial increase in raw material costs, adverse economic impact due to Russia- Ukraine war, foreign exchange volatility etc. Some measures were being undertaken to optimize rising input costs comprised of the use of product mix alternatives, cost-effective measures, increased operational scale, quality vendors and procuring from nearest places.

The Company has met all the Financial Commitments to Bank within the stipulated period as per the Audit Report. The production costs in absolute terms, increased during the current year.

H.

HUMAN RESOURCES

The focus is on the capability development, performance management and employee engagement. This is expected to improve the cost competitiveness through greater levels of employee participation, commitment and involvement.

I. ACCOUNTING TREATMENT

The financial statements of the Company for the financial year ended March 31, 2023 were prepared in accordance with IND-AS, which are the prescribed Accounting Standards.

CAUTIONARY STATEMENT

Statement in this management analysis detailing the Company’s objectives, projections, estimates, expectations, or predictions may be “forward looking” statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that may influence your company’s operations include Global and domestic supply and demand conditions affecting selling prices, input availability and prices, changes in Government policies, regulations, tax regimes, economic development within and outside the country and other allied factors. The Company assumes no responsibility to publicly amend, modify or revise the forward-looking statement on the basis of subsequent developments, information or events.

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ANNEXURE - 4

Particulars of Employee pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24.

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S.N. Name of Director Ratio
(i) Mr. Gaurav Surendrakumar Thanky 28.63%
(ii) Mr. Aarasp Bejan Bodhanwala 6.74%
(iii) Dr. (Mrs.) Minnie Aarasp Bodhanwala NA
(iv) Mr. Haresh Padamshi Kothari NA
(v) Mr. Umang Hasmukhbhai Dasani NA
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No remuneration / sitting fees paid to independent Directors during financial year 2023-24.

1. The Percentage increase/decrease in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24 as compared to 2022-23.

Sr. No. Name of Director / KMP	Sr. No. Name of Director / KMP	2023-24
1. Mr. Gaurav S. Thanky		No Change
2. Mr. A. B. Bodhanwala		No Change
3.	Mr. Jigardan J Gadhavi	20%

1. The percentage increase in the median remuneration of employees in the financial year 2023-24 as compared to 2022-23 is: 0%

2. No of permanent employees as on 31.03.2024

71

1. Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration.

2. Average percentile increase in remuneration of employees excluding KMPs: NIL

3. • Average percentile increase in remuneration of KMPs: NIL

4. KMP(s) salary increase is decided based on the Company’s performance, individual performance, inflation, prevailing industry trends and benchmarks.

5. The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

Particulars of Employee pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• a) The Name of top ten employees in terms of Remuneration Drawn:

Details of the name of top ten employees in terms of Remuneration Drawn as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request.

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• b) Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One crore and two Lacs rupees:

S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager	S. N. Name of Employee Designatio n Remuneration Received Nature of Employme nt Qualification & Experience Date of Commence ment of Employme nt Age Last Employme nt % Equity Share hold Relative of Director / Manager
1.	Gaurav S. Thanky	Chairman & Managing Director	1,02,00,000/-	Permanent	Engineer over 20 years	01-10-2017	50	Dhara Petrochemi cal Private Limited	42.39 %	No

• c) Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight Lacs and fifty thousand rupees per month:

Not Applicable.

• d) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company:

Not Applicable.

Date: 02.09.2024 For and on behalf of Board of Place: Mokshi Axel Polymers Limited Sd/Gaurav Thanky Chairman & Managing Director DIN: 02565340

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF AXEL POLYMERS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of AXEL POLYMERS LIMITED, which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss, Statement of Changes in Equity, and Statement of Cash Flows for the year then ended, and Notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, its profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We have conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the code of Ethics issued by the Institute of Chartered Accountants of India together with the Ethical requirements that are relevant to our audit of the financial statements under the provision of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Codes of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Information other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the management report and chairman’s statement, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Director is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operation, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

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Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these financial statements.

As a Part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risk of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omission, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedure that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate Internal Financial Controls System in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainly exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit finding, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charge with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine the matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

5. c) The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act is not attached since the Company has no branch.

6. d) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

7. e) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

8. f) On the basis of the written representations received from the directors as on 31[st] March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

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• g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";

• h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• i) The Company has disclosed the impact of pending litigations on its financial position in its financial – Refer Note 40 to the financial statements

• ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, as may be applicable.

• iv) (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

  • directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

  • provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (iv)(a) and (iv)(b) contain any material mis-statement.

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• v) The Company has neither declared nor paid any dividend during the year, hence the provisions of the Section 123 of the Act are not applicable.

• vi) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

1. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Place: Vadodara Date: 28-05-2024

Sd/Samir Mehta Partner M. No. 138063 UDIN: 24136083BKAEQU2845

32nd Annual Report - FY 2023-2024

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Annexure A to the Independent Auditors’ Report

The Annexure referred to in our report to the members of Axel Polymers Limited for the year ended March 31, 2024, we report that:

• I.

• (a) (i) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

  • (ii) The Company has maintained proper records of intangible assets inter alia original cost, date of purchase and put to use, useful life, residual value, amortization for the current year, accumulated amortization and etc.

• (b) The Property, Plant and Equipment have been physically verified by the management during the year as per program of verification, which in our opinion is reasonable having regard to the size of the company and nature of its assets. As explained to us, no material discrepancies have been noticed on such verification.

• (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties disclosed in the financial statements are held in the name of the Company.

• (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year. Accordingly, the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

• (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

• II.

• (a) According to the information and explanation given to us, Physical verification of the Inventory has been conducted by the management. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account.

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• (b) Based on our scrutiny of Company’s record and according to the information and explanation provided by the management, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate from banks or financial institutions on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns/statements comprising stock statements and book debt statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company of the respective quarter except for the following;

				(₹ in Lakhs)
Period	Amount as per Return	Amount as per Books	Difference	Reason for variance
June 2023	4245.07	4246.69	-1.62
Sept. 2023	4625.15	4626.75	-1.61	Adjustment / Changes in Debtors
Dec. 2023	4527.44	4529.13	-1.70
March 2024	4924.25	4923.43	0.82

Also, Refer Note 45 to the financial statements.

• III. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has granted unsecured loan or advances in the nature of loan to other parties, during the year:

• a) The Company has provided loans or advances in the nature of loans to other parties during the year, the details of it is as below:-

(₹ in Lakhs)

==> picture [422 x 171] intentionally omitted <==

----- Start of picture text -----

Loans Advances in nature
of Loan
Aggregate amount granted/ provided during the
year to:
- -
i) Subsidiaries / Joint Ventures / Associates
ii) Others - 21.6
Balance Outstanding as at balance sheet date in
respect of above cases:
- -
i) Subsidiaries / Joint Ventures / Associates
ii) Others - 0.22
----- End of picture text -----

• b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the terms and conditions of the grant of all loans & advances in the nature of loans provided are not prejudicial to the Company’s interest.

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• c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we are unable to make any comments regarding regularity because the schedule of repayment of principal and payment of interest has not been stipulated.

• d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of loans granted, since the Company has granted loans which are payable on demands, there is no overdue amount remaining outstanding as at the balance sheet date as the Company has not demanded such loans and advance in nature of loan.

• e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no loans that have fallen due during the year which have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

• f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for the following loans or advances in the nature of loan:

the nature of loan:
		(₹in Lakhs)
	All Parties	Related Parties
Aggregate amount of Loans advances in the nature of loans where:
- Loan is repayable on Demand (A) - Loan Agreement does not specify any terms or period of repayment (B)	21.6
Total (A + B)	21.6
Percentage of loans / advances in nature of loans to the total loans	100%

• IV. In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

• V. Based on the our scrutiny of Company’s record and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any loans or deposits, which are “Deposits” within the meaning of Rule 2(b) of the Companies (Acceptance of Deposit’s) Rules, 2014.

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• VI. According to the information and explanation given to us, the maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

• VII.

• (a) The Company is generally regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, salestax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and no statutory dues were outstanding, as at 31st March, 2024 for a period of more than six months from the date they became payable.

• (b) According to the information and explanation given to us, there are no dues of Goods and Services Tax, provident fund, employees' state insurance, income-tax, sales- tax, service tax, duty of customs, duty of excise, value added tax, cess, which have not been deposited on account of any dispute except for the following:

==> picture [415 x 74] intentionally omitted <==

----- Start of picture text -----

Nature of Tax Assessment Amount Forum where the dispute is
(Income Tax, Year (Rs. In Lakhs) pending
Service Tax, etc)
Income Tax AY 2022-23 2.32 TDS-CPC
Income Tax AY 2021-22 3.85 TDS-CPC
----- End of picture text -----

VIII. According to the information and explanations given by the management and on the basis of our

examination of the records of the Company, in our opinion there are no transactions which were not recorded in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. Therefore, the provisions of clause (viii) of Companies (Auditor’s Report) Order, 2020 are not applicable.

IX.

• (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in the repayment of loans or borrowings or in the payment of interest thereon to any lender during the reporting period.

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• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

• (c) According to the information and explanations given to us by the management and on the basis of our examination of the records of the Company, term loans were applied by the Company for the purposes for which the loans were obtained.

• (d) According to the information and explanations given to us and on an overall examination of the records of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

• (e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company does not have any subsidiary as defined in the Act. Also, the Company does not hold any investment in any associate or joint venture (as defined in the Act) during the year ended 31st March 2024. Therefore, the provision of clause 3(ix)(e) of Companies (Auditor’s Report) Order, 2020 is not applicable

• (f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we report that the Company does not have any subsidiary as defined in the Act. Also, the Company does not hold any investment in any associate or joint venture (as defined in the Act) during the year ended 31st March 2024. Therefore, the provision of clause 3(ix)(f) of Companies (Auditor’s Report) Order, 2020 is not applicable.

• X.

• (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not raised money by initial public offer or further public offer (including debt instruments) during the period covered by our audit report. Therefore, reporting under paragraph 3(x)(a) of the Order is not applicable.

• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we report that the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, reporting under paragraph 3(x)(b) of the Order is not applicable to the Company.

32nd Annual Report - FY 2023-2024

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XI.

• (a) Based on examinations of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in the Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no report under section 143(12) of the Companies Act, 2013 has been filed by secretarial auditor or cost auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

• (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not received any whistleblower complaints during the year.

• XII. According to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of Companies (Auditor’s Report) Order, 2020 are not applicable.

• XIII. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the Note No. 38 of financial statements as required by the applicable accounting standards.

XIV.

• (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nssature of its business.

• (b) We have considered the internal audit reports of the Company for the period under audit and the observation there under have been incorporated

• XV. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the Company has not entered into any non-cash transactions with directors or persons connected to its directors and hence provisions of section 192 of Companies Act, 2013 are applicable to the Company.

32nd Annual Report - FY 2023-2024

53

XVI.

• (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

• (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

• (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

• (d) According to the information and explanations provided to us during the course of audit, the company has no such Group. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

• XVII. Based on our examination of records and information provided to us by management, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

• XVIII. Based on information provided to us by management, there has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

• XIX. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

32nd Annual Report - FY 2023-2024

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• XX. Based on our examination of records and according to the information and explanation provided by the management, in our opinion, section 135 is not applicable to the Company. Therefore, the provisions and reporting of clause 3(iii) of Companies (Auditor’s Report) Order, 2020 are not applicable for the year under review.

• XXI. Based on our examination of records and information provided to us by management, the company does not have any subsidiary or joint venture and hence the Company is not required to prepare the Consolidate Financial Statements as per the Companies Act, 2013. Therefore, the provisions of clause 3(xx) of Companies (Auditor’s Report) Order, 2020 are not applicable.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Sd/Samir Mehta Partner Place: Vadodara M. No. 138063 Date: 28-05-2024 UDIN: 24136083BKAEQU2845

32nd Annual Report - FY 2023-2024

55

Annexure - B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Axel Polymers Limited (“the Company”) as of 31[st] March 2024 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

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Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Mukund & Rohit Chartered Accountants Registration No. 113375W

Place: Vadodara Date: 28-05-2024

Sd/Samir Mehta Partner M. No. 138063 UDIN: 24136083BKAEQU2845

32nd Annual Report - FY 2023-2024

57

AXEL POLYMERS LIMITED

Balance Sheet as at 31st March, 2024

			(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
ASSETS
Non-current assets
Property,Plant and Equipment	3	597.60	504.05
Goodwill	4	374.87	374.87
Other Intangible assets	5	4.31	5.34
Financial Assets
Investments	6	0.11	0.11
Trade receivables	7	215.28	245.11
Other Financial Assets	8	44.03	23.39
Non-current Tax Assets(Net)	9	2.06	8.81
Other non-current assets	10	31.97	31.00
Total Non-current assets		1,270.23	1,192.69
Current assets
Inventories	11	3,958.92	3,272.79
Financial Assets
Trade receivables_C	12	1,093.49	766.87
Cash and cash equivalents	13	102.57	107.52
Other Financial Assets_C	14	0.24	29.15
Other current assets	16	22.13	145.75
Total Current assets		5,177.35	4,322.08
TOTAL ASSETS		6,447.58	5,514.77
EQUITY AND LIABILITIES
Equity
EquityShare capital	17	851.67	851.67
Other Equity	18	647.34	501.47
Total Equity		1,499.01	1,353.13
Liabilities
Non-current liabilities
Financial Liabilities
Borrowings	19	709.07	646.98
Trade Payables	20
Total outstanding dues of micro enterprises and small enterprises		-	-
Total outstanding dues of creditors other than micro enterprises and small		1.45	-
Provisions	21	5.93	4.20
Deferred tax liabilities(Net)	22	25.49	(7.34)
Total Non-current liabilities		741.95	643.84
Current liabilities
Financial Liabilities
Borrowings_C	23	1,857.81	1,872.00
Trade Payables_C	24
Total outstanding dues of micro enterprises and small enterprises		240.83	331.46
Total outstanding dues of creditors other than micro enterprises and small		2,010.21	1,228.89
Other financial liabilities_C	25	46.48	35.31
Other current liabilities	26	20.56	33.21
Provisions_C	27	5.28	4.35
Current Tax Liabilities(Net)	15	25.45	12.58
Total Current liabilities		4,206.62	3,517.79
TOTAL		6,447.58	5,514.77

See accompanying Notes to the Financial Statements 1 - 64 As per our Report of even date attached

For Mukund & Rohit Chartered Accountants Registration No. 113375W

sd/- Samir Mehta Partner Membership No: 136083

Place: Vadodara Date: 28.05.2024

For & on behalf of the Board Axel Polymers Limited

sd/sd/- Gaurav Thanky A.B.Bodhanwala Managing Director Director & CFO DIN: 02565340 DIN: 00421362 sd/- Jigardan Gadhvi Company Secretary Place: Vadodara Date: 28.05.2024

32nd Annual Report - FY 2023-2024

58

AXEL POLYMERS LIMITED

Statement of Profit and Loss for the year ended 31st March, 2024

			(Amounts in ₹ Lakhs)
		Year ended 31st March, 2024	Year ended 31st March, 2023
INCOME
Revenue From operations	28	12,791.61	8,264.93
Other Income	29	3.59	27.65
Total Income		12,795.20	8,292.58
EXPENSES
Cost of materials consumed	30	12,033.31	6,977.87
Changes in inventories of finished goods, Stock-in- Trade and work-in-progress	31	(536.68)	119.31
Employee benefits expense	32	374.34	366.25
Finance costs	33	284.02	315.74
Depreciation and amortization expenses	34	70.16	54.01
Other expenses	35	341.43	289.27
Total expenses		12,566.58	8,122.45
Profit/(loss) before exceptional items and tax		228.62	170.13
Exceptional Items		-	-
Profit/ (loss) before tax		228.62	170.13
Tax expense:
Current tax		38.17	28.40
Deferred tax		16.36	5.56
Taxation adjustments for earlieryears		2.02	1.28
MAT credit entitlement		16.48	16.46
PROFIT/(LOSS) FOR THE PERIOD		155.59	118.42
Other Comprehensive Income (OCI)
Items that will not be reclassifled to proflt or loss and their related income tax effects
Re-measurements of the defined benefitplans		3.30	(2.60)
Re-measurement of borrowings and impact of EIR as per Ind AS adjustment		(0.33)	0.24
Total other comprehensive Income for the period		2.96	(2.36)
TOTAL COMPREHENSIVE INCOME FOR THE		152.63	120.78
Earnings per equity share
Basic		1.83	1.39
Diluted
See accompanying Notes to the Financial Statements	1 - 64

As per our Report of even date attached

For Mukund & Rohit Chartered Accountants Registration No. 113375W

For & on behalf of the Board Axel Polymers Limited

sd/sd/-

sd/- Samir Mehta Partner Membership No: 136083

Place: Vadodara Date: 28.05.2024

Gaurav Thanky A.B.Bodhanwala Managing Director Director & CFO DIN: 02565340 DIN: 00421362 sd/-

Jigardan Gadhvi Company Secretary Place: Vadodara Date: 28.05.2024

32nd Annual Report - FY 2023-2024

59

AXEL POLYMERS LIMITED Cash Flow Statement for the year ended 31st March, 2024

		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / Loss Before Tax	228.62	170.13
Adjustments For
Depreciation / Amortisation / Impairment	70.16	54.01
0 (Profit)/Loss on Sale of Property,Plant & Equipments	-	0.14
0 Interest Income	(3.53)	(10.55)
0 Interest Expenses	240.12	281.72
Operating Profit Before Working Capital Changes	535.37	495.44
Adjustments for increase / (decrease) in operating assets
Inventories	(686.13)	(445.95)
Trade Receivables	(296.78)	354.75
Other non-current financial assets	(20.64)	66.43
Other non-current assets	(0.97)	(0.68)
Other current financial assets	28.91	272.27
Other current assets	123.62	(87.27)
Current & Non-current Tax assets	9.85	(4.77)
Adjustments for increase / (decrease) in operating liabilities
Trade Payables	692.14	(58.17)
Provisions	2.65	(3.11)
Other current financial liabilities	11.17	10.07
Provision for Tax	42.61	6.14
Other current liabilities	(12.64)	19.28
Cash generated from Operating Activities	429.16	624.44
Taxes(Paid)/ Refunded	(83.08)	(27.12)
Net Cash flows from/(used in) Operating Activities (A)	346.08	597.33
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant & Equipments including Capital Advances & CWIP	(162.68)	(167.19)
Sale of Property,Plant & Equipments	-	0.03
Interest Received	3.53	10.55
Net Cash flows from/(used in) Investing Activities (B)	(159.15)	(156.61)
CASH FLOW FROM FINANCING ACTIVITIES
Increase /(Decrease)in Longterm Borrowings	62.43	152.28
Increase /(Decrease)in Short-term Borrowings	(14.19)	(227.46)
Interest Paid	(240.12)	(281.72)
Net Cash flows from/(used in) Financing Activities (C)	(191.88)	(356.90)
Net Increase / (Decrease) in Cash and Cash Equivalents [A+B+C]	(4.95)	83.82
Cash and Cash Equivalents at the Beginningof the Year	107.52	23.70
Cash and Cash Equivalents at the End of the Year	102.57	107.52

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60

AXEL POLYMERS LIMITED Cash Flow Statement for the year ended 31st March, 2024

Notes : (i) Cash and Cash Equivalents comprise of: Balances with Banks Cash on Hand Cash and Cash equivalents as restated	Notes : (i) Cash and Cash Equivalents comprise of: Balances with Banks Cash on Hand Cash and Cash equivalents as restated		(Amounts in ₹ Lakhs)
		Year ended 31st March, 2024	Year ended 31st March, 2023
	Cash and Cash Equivalents comprise of:
	Balances with Banks	82.97	83.14
	Cash on Hand	19.60	24.38
	Cash and Cash equivalents as restated	102.57	107.52

(ii) The above Cash Flow Statement has been prepared in accordance with the 'Indirect Method' as set out in the Indian Accounting Standard 7 on "Statement of Cash Flows" issued by the Institute of Chartered Accountants of

(iii) Cash and cash equivalents consist of cash in hand and balances with scheduled banks/ non scheduled banks. (iv) The previous year's figures have been recast/restated, wherever necessary to confirm to the currents period's Presentation.

See accompanying Notes to the Financial Statements

As per our Report of even date attached

For Mukund & Rohit For & on behalf of the Board Chartered Accountants Axel Polymers Limited Registration No. 113375W

sd/- Samir Mehta Partner Membership No: 136083

Place: Vadodara Date: 28.05.2024

sd/sd/- Gaurav Thanky A.B.Bodhanwala Managing Director Director & CFO DIN: 02565340 DIN: 00421362 sd/- Jigardan Gadhvi Company Secretary Place: Vadodara Date: 28.05.2024

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61

AXEL POLYMERS LIMITED Statement of changes in Equity (SOCIE)

EQUITY SHARE CAPITAL

(Amounts in ₹ Lakhs)

			As at 31st March 2024	As at 31st March 2023			(Amounts in ₹ Lakhs)
Balance at the beginningof theyear			851.67	851.67
Changes in EquityShare Capital due topriorperiod errors			-	-
Restated balance at the beginning of the year			851.67	851.67
Changes in equityshare capital duringthe current		year	-	-
Balance at the end of the year			851.67	851.67
OTHER EQUITY
	Share application	Equity component of		Reserves and Surplus		Other items of other	TOTAL
	money pending allotment	compound financial instruments	Retained Earnings	Securities Premium	Re-measurement of the Defined Benefit Plans	comprehensive income (specify nature)
As at 1st April 2022	-	-	145.92	244.00	(3.26)	(5.97)	380.68
Changes in accounting policy or prior period errors	-	-	-	-	-	-	-
Restated balance as at 1st April 2022	-	-	145.92	244.00	(3.26)	(5.97)	380.68
Total comprehensive income for the year	-	-	118.42	-	2.60	(0.24)	120.78
As at 31st March 2023	-	-	264.34	244.00	(0.66)	(6.21)	501.47
As at 1st April 2023	-	-	264.34	244.00	(0.66)	(6.21)	501.47
Changes in accounting policy or prior period errors	-	-	-	-	-	-	-
Restated balance as at 1st April 2023	-	-	264.34	244.00	(0.66)	(6.21)	501.47
Total comprehensive income for the year	-	-	155.59	-	(3.30)	0.33	152.63
Transfer to retained earnings	-	-	(6.75)	-	-	-	(6.75)
As at 31st March 2024	-	-	413.18	244.00	(3.96)	(5.88)	647.34

32nd Annual Report - FY 2023-2024

62

AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

Note 1 CORPORATE INFORMATION

Axel Polymer Limited is a company incorporated under the laws of the Republic of India with its registered office at 309, Mokshi, Sankarda – Savli Road, Savli, Vadodara - 391780 having business of manufacturing Compounds, Blends and Alloys of Engineering, Specialty and Commodity Polymers since 1995.

Note 2 SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

Financial Statements have been prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) prescribed under the Section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and relevant provisions of the Companies Act, 2013.

2.2 Basis of preparation of financial statements

The financial statements are prepared under the historical cost convention on an accrual basis of accounting except following assets and liabilities which have been measured at fair value amount:

i) Certain financial assets and liabilities, and

ii) Defined benefit plans – plan assets

The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2.3 Use of estimates

The preparation of financial statement requires management of the company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosure of contingent liabilities as at the date of financial statements and reported.

2.4 Property, Plant and Equipment

Property, Plant and Equipment are stated at cost, less accumulated depreciation and impairment, if any. It includes the direct costs attributable to bringing the assets to its working condition for its intended use.

Capital work-in-progress comprises of the cost of the assets that are not yet ready for their intended use at the reporting date.

The depreciation during the year has been provided on straight line basis as per Schedule II of the Companies act 2013 since the acquisition of respective fixed assets. The depreciation on fixed assets is provided on the straight line method considering the useful life and residual value of respective fixed asset.

Based on an independent technical evaluation carried out by external valuer, the management believes that the useful life of Plant and machinery estimated best represent the period over which the management expects to use these assets. However, the useful lives for these assets is different from that prescribed in schedule II of the Act.

Asset Description	Assets Useful life
Freehold Land	20 years
Buildings (Factory)	30 years
Buildings (Residential)	60 years
Plant & Equipment	8 years
Plant & Equipment (Twin Screw Extruder)	20 years
Furniture & Fixures	10 years
Vehicles	8 years
Office Equipment	5 years
Computers & Data processing units	3 years
Electrical Installations	10 years
Laboratory Equipment	10 years

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AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

2.5 Intangible Assets and amortisation

Intangible Assets are recognized only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized over the estimated period of benefit, not exceeding ten years.

Goodwill arising on acquisition is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purpose of impairment testing, goodwill is allocated to each of the cash-generating units expected to benefit from the synergies of the combination.

Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

2.6 Revenue recognition

a) Revenue from sale of goods is recognised when significant risks and rewards of ownership have been passed to the buyer and when the effective control of the seller as the owner is lost. Revenues are recorded at invoice value, net of goods & service tax.

b) Interest income is recognized on time proportion basis.

c) Dividend income is recognised when the right to receive payment is established.

d) Job work income is recognised on completion of job.

e) Commission Income is recognised only when the relevant service has been rendered or the goods have been delivered that is when the risk has passed to the customer.

2.7 Foreign Currency Transactions & Forward Contracts Exchange differences

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates.

a) Exchange differences arising on settlement of transactions and translation of monetary items other than those covered by (b) below are recognized as income or expense in the year in which they arise. Exchange differences considered as borrowing cost are capitalized to the extent these relate to the acquisition / construction of qualifying assets and the balance amount is recognized in the Profit and Loss Statement.

b) Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of transaction. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item. (i.e. translation difference on items whose fair value gain or loss is recognised in OCI or Statement of Profit and Loss are also recognised in OCI or Statement of Profit and Loss, respectively).

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AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

2.8 Inventories

Items of Inventories are valued as given below

Raw Materials	FIFO Basis
Work-in-Progress	FIFO Basis
Finished Goods	FIFO Basis
Stores & Consumables	FIFO Basis

2.9 Cash and Cash Equivalents (for purpose of Cash Flow Statement)

The cash flow statement is prepared by the “Indirect Method” as set out in Ind AS 7 “Cash Flow Statement” and presents the cash flow by Operating, Investing & Financing activities of the company.

Cash and Cash Equivalents for the purpose of Cash Flow Statement comprise cash at bank and in hand and short term Investment with the Original Maturity of 3 months or less.

2.10 Employee Benefits

a) The Company’s contribution in respect of provident fund is charged to Profit and Loss Account each year. b) The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time of resignation. The gratuity is paid @ 15 days salary for every completed year of service as per the payment of Gratuity Act 1972.

The gratuity liability amount is contributed to the Life Insurance Corporation of India (LIC) under LIC’s Group Gratuity policy. The liability in respect of gratuity is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.

Re-measurement of defined benefit plans in respect post-employment are charged to the Other Comprehensive Income.

2.11 Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset should be capitalised as part of the cost of that asset. The amount of borrowing costs eligible for capitalisation should be determined in accordance with this Standard. Other borrowing costs should be recognised as an expense in the period in which they are incurred.

To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation on that asset should be determined as the actual borrowing costs incurred on that Borrowing during the period less any income on the temporary investment of those borrowings.

2.12 Segment disclosures

The company operates in a single business segment, i.e. of manufacturing of compounds, blends & alloys of Engineering Polymers; and also no geographical segments as company operates only in India. Accordingly, no separate disclosures required by Ind AS-108 for primary business segment and geographical segment.

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65

AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

2.13 Lease

Finance Leases

Assets acquired under lease where the company has substantially all the risk and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of lease at lower of the fair value and present value of minimum lease payments. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

Operating Leases

Assets acquired as leases where a significant portion of risks and rewards of ownership are retained by the lessor are classified as operating lease. Operating lease charges are recognised in the Profit and Loss account on a straight line basis over the lease term.

2.14 Earnings Per Share

The Company reports basic and diluted earnings per share in accordance with the IND AS -33 ‘ Earning per Share’ prescribed by the Companies (Accounting Standard) Rules 2006. Basic Earning per Share is computed by dividing the net profit or loss for the year by the weighted average number of Equity Share outstanding during the year. Diluted earnings per share is computed by dividing the net profit or loss for the year by the weighted number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity share.

2.15 Taxes on Income

The tax expense for the period comprises current and deferred tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity.

- Current Tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on the tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

- Deferred tax

Deferred tax is recognised on temporary difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period

2.16 Impairment of Assets

The Company tests for impairments at the close of the accounting period if and only if there are indications that suggest a possible reduction in the recoverable value of an asset. If the recoverable value amount of an Asset, i.e. the net realisable value or the economic value in use of a cash generating unit, is lower than the carrying amount of the Asset the difference is provided for as impairment. However, if subsequently the position reverses and the recoverable amount become higher than the then carrying value the provision to the extent of the then difference is reversed, but not higher than the amount provided for.

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AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

2.17 Provisions, Contingent Liabilities and Contingent Assets

Provision is recognized only when there is a present obligation as a result of past events and when reliable estimates of the amount of the obligation can be made. Contingent liability is disclosed for:

a) Possible Obligations which will be confirmed only by future events not wholly within the control of the company or b) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or reliable estimates of the amount of the obligation cannot be made. Contingent Assets are not recognized in the financial statements since this may result in the recognition of income that may never be realized.

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AXEL POLYMERS LIMITED

Notes forming part of Balance Sheet as at 31st March, 2024

Note 3 - PROPERTY, PLANT & EQUIPMENT TANGIBLE ASSETS

	Land	Buildings	Plant & Equipment	Furniture & Fixures	Vehicles	Office Equipment	Cylinder	Computers & Data processing units	Electrical Installations	Laboratory Equipment	TOTAL
GROSS BLOCK
Balance as at 1st April 2022	29.87	244.70	740.68	100.92	36.01	32.72	0.89	31.36	39.48	60.06	1,316.68
Additions	-	48.88	113.56	-	-	0.88	-	-	-	1.58	164.89
Disposals/Reclassifications	-	-	0.29	-	-	-	-	-	-	-	0.29
Balance as at 31st March 2023	29.87	293.58	853.95	100.92	36.01	33.60	0.89	31.36	39.48	61.63	1,481.28
Additions	-	8.43	153.10	-	-	-	-	1.15	-	-	162.68
Disposals/Reclassifications	-	-	-	-	-	-	-	-	-	-	-
Balance as at 31st March 2024	29.87	302.02	1,007.05	100.92	36.01	33.60	0.89	32.51	39.48	61.63	1,643.97
ACCUMULATED DEPRECIATION
Balance as at 1st April 2022	-	123.37	618.62	42.17	20.40	22.60	0.63	27.99	29.55	38.93	924.27
Additions	-	7.09	26.50	7.20	4.10	2.26	0.03	1.25	1.42	3.23	53.07
Disposals/Reclassifications	-	-	0.12	-	-	-	-	-	-	-	0.12
Balance as at 31st March 2023	-	130.45	645.00	49.37	24.50	24.87	0.66	29.25	30.97	42.16	977.23
Additions	-	7.63	46.00	7.06	4.10	1.82	0.03	1.11	1.23	0.15	69.13
Disposals/Reclassifications	-	-	-	-	-	-	-	-	-	-	-
Balance as at 31st March 2024	-	138.08	691.00	56.43	28.60	26.69	0.69	30.36	32.20	42.31	1,046.36
NET BLOCK
As at 31st March 2023	29.87	163.13	208.95	51.55	11.51	8.73	0.23	2.11	8.51	19.47	504.05
As at 31st March 2024	29.87	163.94	316.04	44.48	7.41	6.91	0.20	2.15	7.28	19.32	597.60

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68

AXEL POLYMERS LIMITED Notes forming part of Balance Sheet as at 31st March, 2024

Note 5 - PROPERTY, PLANT & EQUIPMENT INTANGIBLE ASSETS

	Computer Software	TOTAL
GROSS BLOCK
Balance as at 1st April 2022	4.20	4.20
Additions	2.30	2.30
Disposals/Reclassifications	-	-
Balance as at 31st March 2023	6.50	6.50
Additions	-	-
Disposals/Reclassifications	-	-
Balance as at 31st March 2024	6.50	6.50
ACCUMULATED DEPRECIATION
Balance as at 1st April 2022	0.23	0.23
Additions	0.94	0.94
Disposals/Reclassifications	-	-
Balance as at 31st March 2023	1.16	1.16
Additions	1.03	1.03
Disposals/Reclassifications	-	-
Balance as at 31st March 2024	2.19	2.19
NET BLOCK
As at 31st March 2023	5.34	5.34
As at 31st March 2024	4.31	4.31

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69

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 3 PROPERTY, PLANT AND EQUIPMENT		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Gross Block	1,643.97	1,481.28
Less: Depreciation	1,046.36	977.23
Net Block	597.60	504.05

(Amounts in ₹ Lakhs)

Note 4 GOODWILL		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Gross Block	374.87	374.87
Less: Depreciation	-	-
Net Block	374.87	374.87

Note 5 OTHER INTANGIBLE ASSETS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Gross Block	6.50	6.50
Less: Depreciation	2.19	1.16
Net Block	4.31	5.34

Note 6 INVESTMENTS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Other non-current investments	0.11	0.11
TOTAL	0.11	0.11
Note 7 TRADE RECEIVABLES		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Trade Receivables
Considered Good - Secured	-	-
Considered Good - Unsecured (Refer Note 12.1)	217.71	244.73
Less: Provision for bad & doubtful debts	2.43	2.43
	215.28	242.30
Havingsignificant increase in Credit Risk	-	2.81
Credit impaired	-	-
TOTAL	215.28	245.11
Note 8 OTHER FINANCIAL ASSETS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
SecurityDeposits	18.09	18.09
Advances to Staff or Employees	-	3.75
Other Financial Assets	25.94	1.55
TOTAL	44.03	23.39

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70

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 9 NON-CURRENT TAX ASSETS (NET)

(Amounts in ₹ Lakhs)

Note 9 NON-CURRENT TAX ASSETS (NET)		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
TDS Receivables	2.06	8.81
TOTAL	2.06	8.81
Note 10 OTHER NON-CURRENT ASSETS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Capital Advances	29.55	29.55
Other advances
Others	2.42	1.45
TOTAL	31.97	31.00

Note 11 INVENTORIES

(Amounts in ₹ Lakhs)

Note 11 INVENTORIES		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Raw Materials	2,322.88	2,165.61
Work-in-progress	3.04	53.43
Finishedgoods	1,582.48	995.41
Stores and Spares	50.52	58.34
TOTAL	3,958.92	3,272.79

Note 12 TRADE RECEIVABLES_C

Note 12 TRADE RECEIVABLES_C
	As at 31st March 2024	As at 31st March 2023
Trade Receivables
Considered Good - Secured	-	-
Considered Good - Unsecured (Refer Note 12.1)	1,093.49	766.87
Havingsignificant increase in Credit Risk	-	-
Credit impaired	-	-
TOTAL	1,093.49	766.87

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71

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

12.1 Trade Receivables Ageing

	Outstanding for following periods from due date ofpayment	Total
	Less than 6 months 6 months - 1year 1-2 years 2-3 years More than 3 years
As at 31st March 2024
Undisputed Trade receivables - Consideredgood	1,053.73 39.76 14.15 10.30 99.87	1,217.80
Undisputed Trade receivables - Have significant increase in credit risk	- - - - -	-
Undisputed Trade receivables - Credit impaired	- - - - -	-
Disputed Trade receivables - Consideredgood	- - - - 93.40	93.40
Disputed Trade receivables - Have significant increase in credit risk	- - - - -	-
Disputed Trade receivables - Credit impaired	- - - - -	-
Total	1,053.73 39.76 14.15 10.30 193.26	1,311.20
	Outstanding for following periods from due date ofpayment	Total
	Less than 6 months 6 months - 1year 1-2 years 2-3 years More than 3 years
As at 31st March 2023
Undisputed Trade receivables - Consideredgood	744.89 21.98 10.30 10.43 130.61	918.21
Undisputed Trade receivables - Have significant increase in credit risk	- - - - 2.81	2.81
Undisputed Trade receivables - Credit impaired	- - - - -	-
Disputed Trade receivables - Consideredgood	- - - - 93.40	93.40
Disputed Trade receivables - Have significant increase in credit risk	- - - - -	-
Disputed Trade receivables - Credit impaired	- - - - -	-
Total	744.89 21.98 10.30 10.43 226.82	1,014.42

Note 13 CASH AND CASH EQUIVALENTS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Balances with banks	82.97	83.14
Cash on hand	19.60	24.38
TOTAL	102.57	107.52

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72

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 14 OTHER FINANCIAL ASSETS_C

(Amounts in ₹ Lakhs)

Note 14 OTHER FINANCIAL ASSETS_C		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Advances to Staff or Employees	0.24	4.13
Others	-	25.02
TOTAL	0.24	29.15

Note 15 CURRENT TAX (ASSETS) / LIABILITIES (NET)

(Amounts in ₹ Lakhs)

Note 15 CURRENT TAX (ASSETS) / LIABILITIES (NET)		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Advance Tax	12.72	15.82
Provision for Income Tax	38.17	28.40
TOTAL	25.45	12.58

Note 16 OTHER CURRENT ASSETS

(Amounts in ₹ Lakhs)

Note 16 OTHER CURRENT ASSETS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Other advances
Balances with Government Authorities	-	2.12
Prepaid Expenses	6.27	19.04
GST Input Receivables	3.65	16.23
Export Incentive Receivables	0.53	0.50
Others	11.67	107.87
TOTAL	22.13	145.75

Note 18 OTHER EQUITY

(Amounts in ₹ Lakhs)

Note 18 OTHER EQUITY		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Retained Earnings	413.18	264.34
Securities Premium	244.00	244.00
Re-measurement of the Defined Benefit Plans	(3.96)	(0.66)
Other items of other comprehensive income(specifynature)	(5.88)	(6.21)
TOTAL	647.34	501.47

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AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

18.1 - OTHER EQUITY		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Retained Earnings
Balance at the beginningof theyear	264.34	145.92
Add: Additions duringtheyear	155.59	118.42
Less: Utilisation duringtheyear	(6.75)	-
Balance at the end of theyear	413.18	264.34
Securities Premium
Balance at the beginningof theyear	244.00	244.00
Balance at the end of theyear	244.00	244.00
Re-measurement of the Defined Benefit Plans
Balance at the beginningof theyear	(0.66)	(3.26)
Add: Additions duringtheyear	(3.30)	2.60
Balance at the end of theyear	(3.96)	(0.66)
Other items of other comprehensive income (specify nature)
Balance at the beginningof theyear	(6.21)	(5.97)
Add: Additions duringtheyear	0.33	(0.24)
Balance at the end of theyear	(5.88)	(6.21)
TOTAL	647.34	501.47

Note 19 BORROWINGS

(Amounts in ₹ Lakhs)

Note 19 BORROWINGS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Secured
Term Loans
From Bank - WorkingCapital	268.80	340.60
Unsecured
Loans from related parties #	440.28	306.38
TOTAL	709.07	646.98
# Includes Related Party Transactions (Refer Note 38)	440.28	306.38

Note 20 TRADE PAYABLES		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Trade Payables dues of
Micro enterprises and small enterprises	-	-
Other than micro enterprises and small enterprises (Refer Note 24.1)	1.45	-
TOTAL	1.45	-

(Amounts in ₹ Lakhs)

Note 21 PROVISIONS		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Provision for employee benefits	5.93	4.20
TOTAL	5.93	4.20

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AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 22 DEFERRED TAX (ASSETS) / LIABILITIES (NET)

(Amounts in ₹ Lakhs)

Note 22 DEFERRED TAX (ASSETS) / LIABILITIES (NET)		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Deferred Tax Liabilities	40.15	23.80
Deferred Tax Assets	14.66	31.14
TOTAL	25.49	(7.34)

22.1 - Movements in Deferred Tax (Assets) / Liabilities (Net)

(Amounts in ₹ Lakhs)

Charged /(Credited) Opening Balance to profit and loss to other comprehensive income	Charged /(Credited)	Closing Balance
As at 31st March 2024
DEFERRED TAX LIABILITIES
Property,Plant and Equipment 23.80 16.36 -		40.15
TOTAL 23.80 16.36 -		40.15
DEFERRED TAX ASSETS
MAT credit entitlement 31.14 (16.48) -		14.66
TOTAL 31.14 (16.48) -		14.66
DEFERRED TAX(ASSETS) / LIABILITIES(NET) (7.34) 32.84 -		25.49
Charged /(Credited) Opening Balance to profit and loss to other comprehensive income	Charged /(Credited)	Closing Balance
As at 31st March 2023
DEFERRED TAX LIABILITIES
Property,Plant and Equipment 18.24 5.56 -		23.80
TOTAL 18.24 5.56 -		23.80
DEFERRED TAX ASSETS
MAT credit entitlement 47.61 (16.46) -		31.14
TOTAL 47.61 (16.46) -		31.14
DEFERRED TAX(ASSETS) / LIABILITIES(NET) (29.37) 22.02 -		(7.34)

(Amounts in ₹ Lakhs)

Note 23 BORROWINGS_C		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Secured
Bank Overdraft / Cash credit	1,742.35	1,702.81
Current maturities of LongTerm borrowings
From Bank - WorkingCapital	115.46	162.32
From Other Parties	-	6.87
TOTAL	1,857.81	1,872.00

Note 24 TRADE PAYABLES_C
	As at 31st March 2024	As at 31st March 2023
Trade Payables dues of
Micro enterprises and small enterprises (Refer Note 24.1)	240.83	331.46
Other than micro enterprises and smallenterprises # (Refer Note 24.1)	2,010.21	1,228.89
TOTAL	2,251.04	1,560.35
# Includes Related Party Transactions (Refer Note 38)	10.80	4.31

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75

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24.1 Trade Payables Ageing

	Outstanding for following periods from due date ofpayment	Total
	Less than 1 year 1-2 years 2-3 years More than 3 years Not Due
As at 31st March 2024
(i)MSME	240.83 - - - -	240.83
(ii)Others	2,010.21 1.45 - - -	2,011.66
(iii)Disputed dues - MSME	- - - - -	-
(iv)Disputed dues - Others	- - - - -	-
Total	2,251.04 1.45 - - -	2,252.49

	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Total
	Less than 1 year 1-2 years 2-3 years More than 3 years	Not Due
As at 31st March 2023
(i)MSME	328.74 - - -	-	328.74
(ii)Others	1,228.89 - - -	-	1,228.89
(iii)Disputed dues - MSME	2.72 - - -	-	2.72
(iv)Disputed dues - Others	- - - -	-	-
Total	1,560.35 - - -	-	1,560.35
Note 25 OTHER FINANCIAL LIABILITIES_C			(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
Contract liability		4.48	3.48
Others		42.00	31.83
TOTAL		46.48	35.31

Note 26 OTHER CURRENT LIABILITIES		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Others
Statutoryduespayable	20.56	33.21
TOTAL	20.56	33.21
Note 27 PROVISIONS_C		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Provision for employee benefits	5.28	4.35
TOTAL	5.28	4.35

32nd Annual Report - FY 2023-2024

76

AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

(Amounts in ₹ Lakhs)

Note 17 SHARE CAPITAL

17.1 Details of each class of shares

	As at 31st March 2024	As at 31st March 2023
	No. of Shares Amount	No. of Shares Amount
Share Capital
Authorised Capital:
Equity Shares of ₹10 each	1,60,00,000 1,600.00	1,60,00,000 1,600.00
Issued subscribed & fully paid-up :
Equity Shares of ₹10 each fully paid	85,16,680 851.67	85,16,680 851.67
TOTAL	85,16,680 851.67	85,16,680 851.67

17.2 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

(Amounts in ₹ Lakhs)

	As at 31st March 2024	As at 31st March 2023
	No. of Shares Amount	No. of Shares Amount
Equity Shares:
Shares Outstanding at the beginning of the year	85,16,680 851.67	85,16,680 851.67
Shares Issued during the year	0 -	0 -
Shares Bought Back during the year	0 -	0 -
Any Other Movement	0 -	0 -
Shares Outstandingat the end of theyear	85,16,680 851.67	85,16,680 851.67

17.3 Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

	As at 31st March 2024	As at 31st March 2023
	No. of Shares % of Total Shares	No. of Shares % of Total Shares
Equity Shares:
1 Gaurav Surendrakumar Thanky	36,10,025 42.39%	36,10,025 42.39%
2 Aarasp Bejan Bodhanwala	9,87,020 11.59%	9,87,020 11.59%

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AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

17.4 Details of Shareholdings by the Promoter's of the Company

	As at 31st March 2024	As at 31st March 2023	% Change during the year
	No. of Shares % of Total Shares	No. of Shares % of Total Shares
Equity Shares:
1 Gaurav Surendrakumar Thanky	36,10,025 42.39%	36,10,025 42.39%	0.00%
2 Aarasp Bejan Bodhanwala	9,87,020 11.59%	9,87,020 11.59%	0.00%
3 Dhara Gaurav Thanky	2,22,571 2.61%	2,22,571 2.61%	0.00%
4 Minnie Aarasp Bodhanwala	1,19,000 1.40%	1,20,100 1.41%	-0.01%
5 Bejan Kavasji Bodhanwala	100 0.00%	100 0.00%	0.00%
6 Tehmi Bejan Bodhanwala	100 0.00%	100 0.00%	0.00%
7 Tinaz Aarasp Bodhanwala	2,112 0.02%	67,400 0.79%	-0.77%
8 Patel Devendra Manji	1,03,700 1.22%	1,03,700 1.22%	0.00%
9 Mahendrakumar Patel	47,800 0.56%	47,800 0.56%	0.00%
10 Ram Trivedi	31,500 0.37%	31,500 0.37%	0.00%
11 Devshi Arajan Kanbi	0	20,000 0.23%
12 Ramji Manji Kerai	20,000 0.23%	20,000 0.23%	0.00%
13 Jayraj M. Bhadranwala	9,800 0.12%	9,800 0.12%	0.00%
14 Navin Patel	9,800 0.12%	9,800 0.12%	0.00%
15 Rameshchandra Sanghvi	4,900 0.06%	4,900 0.06%	0.00%
16 Namrata Pravin Joshi	4,505 0.05%	4,505 0.05%	0.00%
17 Vatsalya Surendrakumar Thanky	11,758 0.14%	4,505 0.05%	0.09%
18 Mukesh C Patel	2,500 0.03%	2,500 0.03%	0.00%
19 Hemendra S Patel	1,700 0.02%	1,700 0.02%	0.00%
20 A.J.Desai	800 0.01%	800 0.01%	0.00%
21 Ishwarbhai D Patel	800 0.01%	800 0.01%	0.00%
22 Kanubhai C Patel	600 0.01%	600 0.01%	0.00%
23 Vikrambhai H Patel	400 0.00%	400 0.00%	0.00%
24 Jitesh R Desai	400 0.00%	400 0.00%	0.00%
25 Hasmukhbhai M Patel	200 0.00%	200 0.00%	0.00%
26 Amita J Desai	100 0.00%	100 0.00%	0.00%
27 Ashwinbhai T Patel	100 0.00%	100 0.00%	0.00%
28 Thakurbhai D Patel	100 0.00%	100 0.00%	0.00%
29 Hansaben Kunverji Hiran	25,000 0.29%	0
TOTAL	52,17,391 61.26%	52,71,526 61.90%	-0.69%

32nd Annual Report - FY 2023-2024

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AXEL POLYMERS LIMITED

Notes forming part of the Financial Statements

Note 28 REVENUE FROM OPERATIONS		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Sales of Products	12,761.41	8,062.47
Other OperatingRevenue	30.20	202.46
TOTAL	12,791.61	8,264.93

Note 29 OTHER INCOME		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Interest Income	3.53	10.55
Gain on Foreign CurrencyTransaction and Translation	-	0.20
Balances written back	-	13.19
Other Non-OperatingIncome	0.06	3.72
TOTAL	3.59	27.65

(Amounts in ₹ Lakhs)

Note 30 COST OF MATERIALS CONSUMED		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
OpeningStock of Raw Material	2,165.61	1,599.28
Add: Raw Material Purchase#	12,190.58	7,544.20
	14,356.19	9,143.48
Less: ClosingStock of Raw Material	2,322.88	2,165.61
TOTAL	12,033.31	6,977.87
# Includes Related Party Transactions (Refer Note 38)	1,032.23	643.94

Note 31 CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORKIN-PROGRESS

(Amounts in ₹ Lakhs)

	Year ended 31st March, 2024	Year ended 31st March, 2023
Closing Stock:
Work-in-Progress	3.04	53.43
Finished Goods	1,582.48	995.41
TOTAL (A)	1,585.52	1,048.84
Less: Opening Stock
Work-in-Progress	53.43	80.26
Finished Goods	995.41	1,087.89
TOTAL (B)	1,048.84	1,168.15
TOTAL (B-A)	(536.68)	119.31

32nd Annual Report - FY 2023-2024

79

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 32 EMPLOYEE BENEFITS EXPENSE		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Salaries&Wages#	356.29	350.62
Contribution to Provident & Other Funds	17.99	15.55
Staff Welfare Expense	0.06	0.07
TOTAL	374.34	366.25
# Includes Related Party Transactions (Refer Note 38)	126.00	126.00

(Amounts in ₹ Lakhs)

Note 33 FINANCE COSTS		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Interest expense	240.12	281.72
Bank Charges	43.90	34.03
TOTAL	284.02	315.74
Note 34 DEPRECIATION AND AMORTIZATION EXPENSES		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Depreciation	69.13	53.07
Amortization of intangible assets	1.03	0.94
TOTAL	70.16	54.01

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Notes forming part of the Financial Statements

Note 35 OTHER EXPENSES		(Amounts in ₹ Lakhs)
	Year ended 31st March, 2024	Year ended 31st March, 2023
Direct Expenses
Consumable Stores	15.87	8.66
Power & Fuels	67.96	49.56
TestingCharges	0.84	1.01
Repairs & Maintenance - P&M	7.76	11.75
Repairs & Maintenance - FactoryBuilding	8.57	1.89
FactoryExpenses	0.93	0.78
Other Direct Expenses	0.26	0.34
Other Expenses
Loss on Foreign CurrencyTransaction and Translation	0.97	-
Loss on sale of Property,Plant and Equipments	-	0.14
Repairs & Maintenance - General	4.37	2.97
Clearing& ForwardingCharges	0.12	7.51
Freight Charges	70.79	54.60
Insurance Expenses	8.93	7.54
Rates and Taxes	0.14	1.42
Rent Expenses#	48.54	48.46
Travelling& Conveyance Expenses	10.38	12.60
Sales Promotion Expenses	5.89	5.99
Legal and Professional Fees	14.01	12.79
Telephone Expenses	2.28	2.37
�Sundrybalances written off	0.36	0.03
Office Expenses	4.34	6.22
Miscellaneous Expenses (Refer Note 35.1)	41.94	49.03
Payment to the Auditor	-	-
for Audit Fees	4.50	3.50
Interest on TDS / TCS	0.04	0.09
Interest on Income Tax	-	0.00
Exhibition Expenses	21.62	-
TOTAL	341.43	289.27
# Includes Related Party Transactions (Refer Note 38)	42.00	42.00

35.1 None of the item of Miscellaneous Expenses individually account for more than rupees one lac or 1% of revenue from operations, which ever is higher.

32nd Annual Report - FY 2023-2024

81

AXEL POLYMERS LIMITED Notes forming part of Balance Sheet as at 31st March, 2024

Note 36 FINANCIAL RATIOS

The Ratios for the years ended 31st March 2024 and 31st March 2023 are as follows:

No	Name of the Ratio	Numerator	Denominator	FY 2023-24	FY 2022-23	% Variance	Reason for Variance
1 Current Ratio (in times)		Current Assets	Current Liabilities	1.2308	1.2286	0%	NA
2 Debt - Equity Ratio (in times)		Total Debt (represents lease liabilities)	Shareholder’s Equity	1.6838	1.8717	-10%	NA
3 Debt Service Coverage Ratio (in times)		Earnings available for debt service	Debt Service	2.1673	1.7331	25%	NA
4 Return on Equity (in %)		Net Profits after taxes	Average Shareholder’s Equity	0.1084	0.0912	19%	NA
5 Inventory Turnover Ratio (in times)		Revenue	Average Inventory	3.5376	2.7100	31%	Increased on account of the increase of Revenue as compared to PY
6 Trade Receivables Turnover Ratio (in times)		Revenue	Average Trade Receivable	11.0237	6.9491	59%	Increased on account of the increase of Revenue as compared to PY
7 Trade Payables Turnover Ratio (in times)		Purchases of Material and other Services	Average Trade Payables	6.3945	4.7465	35%	Increased on account of the increase of raw material purchase as compared to PY
8 Net Capital Turnover Ratio (in times)		Revenue	Working Capital	13.1773	10.2761	28%	Increased on account of the increase of Revenue as compared to PY
9 Net Profit Ratio (in %)		Net Profit	Revenue	0.0122	0.0143	-15%	NA
10 Return on Capital Employed (in %)		Earning before interest and taxes	Capital Employed	0.1146	0.1169	-2%	NA
11 Return on Investment (in %)		Income generated from investments	Time weighted average investments	NA	NA		NA

32nd Annual Report - FY 2023-2024

82

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 37 EARNING PER SHARES (EPS)

	As at 31st March 2024	As at 31st March 2023
Net Profit after tax as per Statement of Profit and Loss attributable to EquityShareholders(in ₹ Lakhs)	155.59	118.42
Weighted Average number of Equity Shares used as denominator for calculatingEPS(in Nos.)	85,16,680	85,16,680
Basic Earnings Per Share (in ₹)	1.83	1.39
Face Value per Equity Share (in ₹)	10.00	10.00

Note 38 RELATED PARTY DISCLOSURES

As per Indian Accounting Standard, disclosures of transactions with the related parties as defined in Accounting Standard are given below:

A) Relationships:

• Key Managerial Personnel (KMP)

Mr Gaurav Thanky Managing Director & Chairman Dr M.A. Bodhanwala Non-Executive Director Mr. A.B. Bodhanwala Director & CFO (KMP)

• Relatives of key management personnel and their enterprise where transactions have taken place.

Name Relationship Mrs. Dhara Thanky Relative of Managing Director

• Enterprises in which any of above can exercise control or significant influence.

Name	Relationship
V R Industries

• Related party relationship is as identified by the company and relied upon by the Auditors

B) Transactions carried out with related parties referred in (A) above, in ordinary course of business:

		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Transactions during the year with
KMP AND DIRECTORS	-	-
Remuneration to KMP	126.00	126.00
Loan Accepted	147.30	247.66
Loan Repaid	13.40	89.56
Rent Paid	42.00	42.00
Guarantees given	5,554.00	5,554.00
Loan Given	12.90	47.26
Loan received back	12.90	47.26
RELATIVES OF DIRECTORS
Guarantees given	112.30	112.30

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83

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

ENTERPRISES
Purchase of Goods	1,032.23	643.94
Guarantees given	76.10	76.10
OUTSTANDING AS AT YEAR END
Net receivables / (payables)
KMP & Directors	(454.62)	(313.75)
Enterprises	(10.80)	(4.31)

Note 39 Financial instruments Disclosure

• Capital Management

The Company’s objective when managing capital is to:

i) Safeguard its ability to continue as going concern so that the Company is able to provide maximum return to shareholders and benefits for other stakeholders; and

ii) Maintain an optimal capital structure to reduce the cost of capital.

Gearing Ratio		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Debt	2,126.60	2,212.59
Total Equity	1,499.01	1,353.13
Debt to Equity Ratio (in times)	1.42	1.64

• Gearing Ratio

- Debt is defined as all Long Term Debt outstanding + Current Maturity outstanding in lieu of Long Term Debt

- Equity is defined as Equity Share Capital + Other Equity

Categories of Financial Instruments		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
Financial Assets
Measured at amortised cost
Trade and other receivables	1,308.77	1,011.99
Cash and cash equivalents	102.57	107.52
Other Financial Assets	44.27	52.54
Financial Liabilities
Measured at amortised cost
Borrowings	1,857.81	1,872.00
Trade Payables	2,252.49	1,560.35
Other Financial Liabilities	46.48	35.31

• Categories of Financial Instruments

• Financial Risk management objectives

The Company’s businesses are subject to several risks and uncertainties including financial risks. The Company’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, commodity price risk, foreign exchange risk, interest rate risk, counterparty and concentration of credit risk and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers. The Company has in place risk management processes in line with the Company’s policy. Each significant risk has adesignated ‘owner’ within the Company at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated.

The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Company’s Audit Committee. The Audit Committee is aided by the CFO Committee and the Risk Management Committee, which meets regularly to review risks as well as the progress against the planned actions Key business decisions are discussed at the periodic meetings of the CFO Committee and the Executive Committee. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the Board.

• Liquidity Risk management

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are required to be settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits and availability of funding through an adequate amount of committed credit facilities to meet the obligations when due. The management prepares annual budgets for detailed discussion and analysis of the nature and quality of the assumption, parameters etc.

32nd Annual Report - FY 2023-2024

84

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

				(Amounts in ₹ Lakhs)
	Less than 1 year	Between 1 & 5 years	More than 5 years	TOTAL
Borrowings	-	709.07	-	709.07
	-	709.07	-	709.07
Borrowings	1,857.81	-	-	1,857.81
Trade Payables	2,251.04	-	-	2,251.04
Other Financial Liabilities	46.48	-	-	46.48
	4,155.33	-	-	4,155.33
Total Financial Liabilities	4,155.33	709.07	-	4,864.40
	Less than 1 year	Between 1 & 5 years	More than 5 years	TOTAL
Borrowings	-	646.98	-	646.98
	-	646.98	-	646.98
Borrowings	1,872.00	-	-	1,872.00
Trade Payables	1,560.35	-	-	1,560.35
Other Financial Liabilities	35.31	-	-	35.31
	3,467.66	-	-	3,467.66
Total Financial Liabilities	3,467.66	646.98	-	4,114.64

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Note 40 CONTINGENT LIABILITIES

Contingent liabilities of the company are as under;

Note 41 Note 42 Note 43			(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Income Tax demand (not accepted)
	AY 2022-23	2.32	-
	AY 2021-22	3.85	-
	COMMITMENTS The capital commitments by the company are as under;		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Capital Commitment	-	101.81
	IMPORTED / INDIGENOUS MATERIAL PURCHASE		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Raw Materials and Packing Material	-	-
	Imported Purchases	341.89	322.01
	Indigenous Purchases	12,423.57	7,435.76
	Stores and spares	-	-
	Indigenous Purchases	8.06	7.60
	TOTAL	12,773.52	7,765.36
	EARNINGS/EXPENDITURE IN FOREIGN CURRENCY

EARNINGS/EXPENDITURE IN FOREIGN CURRENCY
		(Amounts in ₹ Lakhs)
	As at 31st March 2024	As at 31st March 2023
CIF Value of Imports	341.89	322.01
CIF Value of Exports	2.26	141.93

Note 44 Note 45	UNHEDGED FOREIGN CURRENCY EXPOSURE (Amounts in ₹ Lakhs) As at 31st March 2024 As at 31st March 2023 In ₹ In US $ In ₹ In US $ Amount Payable 25.35 0.30 57.54 0.70 The amount foreign currency exposures that is not hedged by a derivative instrument or otherwise.	UNHEDGED FOREIGN CURRENCY EXPOSURE (Amounts in ₹ Lakhs) As at 31st March 2024 As at 31st March 2023 In ₹ In US $ In ₹ In US $ Amount Payable 25.35 0.30 57.54 0.70 The amount foreign currency exposures that is not hedged by a derivative instrument or otherwise.	UNHEDGED FOREIGN CURRENCY EXPOSURE (Amounts in ₹ Lakhs) As at 31st March 2024 As at 31st March 2023 In ₹ In US $ In ₹ In US $ Amount Payable 25.35 0.30 57.54 0.70 The amount foreign currency exposures that is not hedged by a derivative instrument or otherwise.	UNHEDGED FOREIGN CURRENCY EXPOSURE (Amounts in ₹ Lakhs) As at 31st March 2024 As at 31st March 2023 In ₹ In US $ In ₹ In US $ Amount Payable 25.35 0.30 57.54 0.70 The amount foreign currency exposures that is not hedged by a derivative instrument or otherwise.	UNHEDGED FOREIGN CURRENCY EXPOSURE (Amounts in ₹ Lakhs) As at 31st March 2024 As at 31st March 2023 In ₹ In US $ In ₹ In US $ Amount Payable 25.35 0.30 57.54 0.70 The amount foreign currency exposures that is not hedged by a derivative instrument or otherwise.
		As at 31st March 2024		As at 31st March 2023
		In ₹	In US $	In ₹	In US $
	Amount Payable	25.35	0.30	57.54	0.70

The Company has obtained borrowings from banks on the basis of security of current assets and has filed quarterly returns or statements with the banks which are in agreement with the books of accounts for the current year and previous year, other than those as set out below:

32nd Annual Report - FY 2023-2024

86

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

			(Amounts in ₹ Lakhs)
Amount disclosed as per quarterly return/ statement	Amount as per books of account	Difference	Reason for variance
For FY 2023-24
Jun-2023 4,245.07	4,246.69	(1.62)	Adjustment / Changes in Debtors
Sep-2023 4,625.15	4,626.75	(1.61)
Dec-2023 4,527.44	4,529.13	(1.70)
Mar-2024 4,924.25	4,923.43	0.82
For FY 2022-23
Jun-2022 3,651.30	3,652.24	(0.95)	Adjustment / Changes in Debtors & Stocks
Sep-2022 3,842.23	3,935.24	(93.02)
Dec-2022 3,557.96	3,564.04	(6.08)
Mar-2023 4,012.83	3,998.87	13.96

Note 46 EMPLOYEE BENEFITS

• • •	Reconciliation of opening and closing balances of Defined Benefit Obligation As at 31st March 2024 Defined Benefit Obligation at the beginning of the year 44.75 Current Service Cost 5.00 Interest Cost 3.04 Actuarial Gain / (Loss) 3.40 Past Service cost - Benefits paid (6.92) Defined Benefit Obligation at the end of the year 49.27 Reconciliation of plan assets As at 31st March 2024 Fair Value of Plan Assets at the beginning of the year 36.20 Interest Income 2.57 Return on Plan Assets 0.10 Actuarial Gain / (Loss) - Employer Contribution 6.12 Benefits paid (6.92) Fair value of Plan Assets at year end of the year 38.06 Reconciliation of fair value of Assets and Obligation As at 31st March 2024 Fair Value of Plan Assets (38.06) Present value of funded obligation 49.27 Amount recognized in Balance Sheet (Surplus / (Deficit) 11.21	Reconciliation of opening and closing balances of Defined Benefit Obligation As at 31st March 2024 Defined Benefit Obligation at the beginning of the year 44.75 Current Service Cost 5.00 Interest Cost 3.04 Actuarial Gain / (Loss) 3.40 Past Service cost - Benefits paid (6.92) Defined Benefit Obligation at the end of the year 49.27 Reconciliation of plan assets As at 31st March 2024 Fair Value of Plan Assets at the beginning of the year 36.20 Interest Income 2.57 Return on Plan Assets 0.10 Actuarial Gain / (Loss) - Employer Contribution 6.12 Benefits paid (6.92) Fair value of Plan Assets at year end of the year 38.06 Reconciliation of fair value of Assets and Obligation As at 31st March 2024 Fair Value of Plan Assets (38.06) Present value of funded obligation 49.27 Amount recognized in Balance Sheet (Surplus / (Deficit) 11.21	(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Defined Benefit Obligation at the beginning of the year	44.75	40.21
	Current Service Cost	5.00	4.33
	Interest Cost	3.04	2.51
	Actuarial Gain / (Loss)	3.40	(2.29)
	Past Service cost	-	-
	Benefits paid	(6.92)	-
	Defined Benefit Obligation at the end of the year	49.27	44.75
	Reconciliation of plan assets		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Fair Value of Plan Assets at the beginning of the year	36.20	28.54
	Interest Income	2.57	1.85
	Return on Plan Assets	0.10	0.31
	Actuarial Gain / (Loss)	-	-
	Employer Contribution	6.12	5.50
	Benefits paid	(6.92)	-
	Fair value of Plan Assets at year end of the year	38.06	36.20
	Reconciliation of fair value of Assets and Obligation		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Fair Value of Plan Assets	(38.06)	(36.20)
	Present value of funded obligation	49.27	44.75
	Amount recognized in Balance Sheet (Surplus / (Deficit)	11.21	8.56

32nd Annual Report - FY 2023-2024

87

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

• • • • •	Reconciliation of Net Defined Benefit Liability/(Assets)		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Net opening provision in books of accounts	8.56	11.67
	Employee Benefit Expense	5.48	4.99
	Amounts recognized in Other Comprehensive (Income) / Expens	e 3.30	(2.60)
		17.33	14.06
	Benefits paid by the Company	-	-
	Contributions to plan assets	(6.12)	(5.50)
	Closing provision in books of accounts	11.21	8.56
	Expenses recognized during the year		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Current Service Cost	5.00	4.33
	Interest Cost	0.48	0.66
			-
	Total included in"Employee Benefit Expenses"	5.48	4.99
	Bifurcation Of Liability		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Current Liability	5.28	4.35
	Non-Current Liability	5.93	4.20
	Net Liability / (Asset)	11.21	8.56
	Other Comprehensive Income for the period		(Amounts in ₹ Lakhs)
		As at 31st March 2024	As at 31st March 2023
	Components of actuarial gain/losses on obligations:	-	-
	Due to Change in financial assumptions	1.00	(2.02)
	Due to experience adjustments	2.40	(0.27)
			(0.31)
	Amounts recognized in Other Comprehensive (Income) / Expens	e 3.30	(2.60)
	Actuarial assumption
		As at 31st March 2024	As at 31st March 2023
	Discount Rate	7.20% p.a.	7.45% p.a.
	Salary Growth Rate	7.00% p.a.	7.00% p.a.
	Withdrawal Rates	10% at younger ages reducing to 2% at older ages	10% at younger ages reducing to 2% at older ages

32nd Annual Report - FY 2023-2024

88

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Sensitivity Analysis	Sensitivity Analysis	Sensitivity Analysis	(Amounts in ₹ Lakhs)	(Amounts in ₹ Lakhs)
	As at 31st March 2024		As at 31st March 2023
	Increase	Decrease	Increase	Decrease
Change in Discounting Rate (delta effect of +/- 0.5%)	47.31	51.39	43.05	46.59
Change in Salary Growth Rate (delta effect of +/- 0.5%)	51.14	47.48	46.42	43.21
Change in Withdrawal rate (delta effect of +/-0.1%)	49.32	49.22	44.87	44.63

• Sensitivity Analysis

Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously.

The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any.

Note 47 Segment Reporting

The Company is predominantly engaged inmanufacturing Compounds, Blends and Alloys of Engineering, Specialty and Commodity Polymers, thus operates in a single business segment. The Company is operating in India, which is considered as single geographical segment. Accordingly, no disclosure is required under Ind AS 108.

Note 48

The Company has used the borrowings from Banks and Financial Institutions for the Specific purpose for which it was taken at the Balance Sheet date.

Note 49 BENAMI PROPERTY

No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

Note 50 WILFUL DEFAULTER

Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

Note 51 RELATIONSHIP WITH STRUCKOFF COMPANIES

Management has represented that it does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

Note 52 REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES

The Company has complied with registration of charges on secured borrowings from bank. No charge or satisfaction is yet to be registered with Registrar of Companies beyond the statutory period.

32nd Annual Report - FY 2023-2024

89

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 53

The Company have not traded or invested in Crypto currency or Virtual Currency during the year.

Note 54

The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

Note 55

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

Note 56

The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

Note 57

The company has granted advances in the nature of loan of Rs. 12.9 Lakhs during the year to directors that are repayable on demand without specifying any terms or period of repayment. However the same is received back and amount outstanding as on 31st March 2024 is NIL.

Note 58

Compliance with number of layers of the companies as per section 2(87) of the Companies Act read with Companies (Restriction on number of Layers) Rules 2017 is not required as the Company has no investment in any entity at any point of time during the year.

Note 59

The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) neither in current year nor in previous year.

Note 60

Lease payments are recognized in the Statement of Profit and Loss as Rent Expense in "Other Expenses".

Note 61 ADDITIONAL REGULATORY INFORMATION

Additional Information pursuant to Provisions of Paragraph 6 of Part I of Schedule III and Paragraph 5 of Part II of Schedule III to the Companies Act, 2013 has been furnished to the extent applicable in view of the nature of business of the Company.

Note 62

The outstanding balances of Trade Payables, Unsecured Loans, Trade Receivables, Deposits and Loans & Advances are subject to confirmation.

Note 63

Wherever Supporting were not available for verification, same are accepted on being approved by the management.

32nd Annual Report - FY 2023-2024

90

AXEL POLYMERS LIMITED Notes forming part of the Financial Statements

Note 64

Previous year’s figures have been regrouped wherever necessary to make them comparable with those of the current year.

Signature to Notes 1 - 64 For Mukund & Rohit For & on behalf of the Board Chartered Accountants Axel Polymers Limited Registration No. 113375W

sd/sd/sd/- Samir Mehta Gaurav Thanky A.B.Bodhanwala Partner Managing Director Director & CFO Membership No: 136083 DIN: 02565340 DIN: 00421362 sd/- Jigardan Gadhvi Company Secretary Place: Vadodara Place: Vadodara Date: 28.05.2024 Date: 28.05.2024

32nd Annual Report - FY 2023-2024

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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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