Axel Polymers Ltd Directors Report

Dear Members,

Your Directors have pleasure to present their 34 th Boards Report together with the Audited Financial Statements for the Financial Year (FY) ended 31.03.2026.

1. THE STATE OF COMPANYS AFFAIRS INCLUDING FINANCIAL SUMMARY/ HIGHLIGHTS:

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 one of 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 31.03.2026 compared to the previous year is as follows:

(Rs. in Lacs.)

Particulars	2025-26	2024-25
Revenue from Operations	4439.52	7808.52
Other Income	11.74	13.90
Total Income	4451.26	7822.42
Profrt/(Loss) before Depreciation and Tax	(198.02)	87.29
(Less): Depreciation	(72.53)	(56.15)
Profit/(Loss) before Tax	(125.49)	31.14
Add/(Less): Tax Expenses
i. Current Tax	-	(4.86)
II. Deferred Tax	(24.39)	22.52
III. Minimum alternate tax credit entitlement		(14.66)
IV. Taxation adjustments for earlier years	11.53	(16.79)
Net Profit/(Loss) for the year	(112.63)	17.35
Add/(Less): Balance Brought Forward	430.53	413.18
Add/(Less): Prior Period Item	-	-
Balance Carried Forward To Balance Sheet	317.89	430.53

During the year under review, your Company posted a total income of Rs. 4451.26 lacs as against Rs. 7822.42 lacs in the previous year. The Company has incurred Net loss of Rs. (112.63) lacs as against a marginal profit of Rs. 17.35 lacs in the previous year.

Material Uncertainty Related to Going Concern

Kindly refer remarks of Auditors in their report as quoted below:

We draw attention to Note 40 to the financial statements regarding the Show Cause Notice No. V/CGST/AXEL/PREV/GRP5/JC/245/2025-26 dated 19.01.2026 on 03.02.2026, issued by the office of the commissioner GST, Central Vadodara, pertaining to FY 2021-2022 to FY 2024-2025 to the Company. This show cause alleges wrongful availment of Input Tax Credit (ITC) amounting to Rs. 31.57 crores along with the applicable interest & penalties.

This event or condition, indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

The Board has carefully considered the observations of the Statutory Auditors. However, based on the legal opinion, the merits of the case, the managements assessment and future business prospects, the Board is of the considered view that the Company has a strong case on merits and is taking all necessary legal steps to contest the Show Cause Notice before the appropriate authorities.

Accordingly, the Board remains optimistic that the Company will continue as a going concern and that the preparation of the Financial Statements on a going concern basis continues to be appropriate.

2. SHARE CAPITAL:

As on 31 st March 2026, the Authorized Share Capital of the Company is Rs. 16,00,00,000/- comprising of 1,60,00,000 Equity shares of Rs.10/-. During the year under review, the paid-up equity share capital of the Company increased from Rs. 8,51,66,800 comprising 85,16,680 equity shares of Rs. 10 each to Rs. 11,00,11,240 comprising 1,10,01,124 equity shares of Rs. 10 each, pursuant to allotment of 24,84,444 equity shares on preferential basis.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any bonus shares during the year under review.

d. Employees Stock Option Plan :

The Company has not provided any Stock Option Scheme to the employees during the year under review

e. Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with Differential Rights during the year under review.

f. Fresh Issue of Shares:

During the year under review, the Company issued and allotted 24,84,444 (Twenty four lakhs eighty four thousand four hundred forty four) Equity Shares of face value of Rs. 10/- at a price of Rs. 45/- (including a premium of Rs. 35/-) per equity shares aggregating to Rs. 11,17,99,980 (Rupees Eleven Crore Seventeen Lakh Ninety-Nine Thousand Nine Hundred Eighty Only) on Preferential basis on 13 th December, 2025

- Utilisation of Funds Raised through Preferential Issue

The proceeds of the preferential issue were proposed to be utilised for the purposes as stated in the Explanatory Statement to the Notice of the Extra Ordinary General Meeting dated July 24, 2025 read in conjunction with this Corrigendum and the relevant disclosures made under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

As on 31 st March 2026, the utilisation of the proceeds is as under:

Particulars	Amount (Rs.)
Total amount raised	11,17,99,980
Amount utilised up to 31st March 2026	9,37,24,715
Unutilised amount	1,80,75,265
Manner of utilisation	Funds are utilized as per allocation

As at 31 March 2026, an amount of Rs. 9,37,24,715 out of the total proceeds of Rs. 11,17,99,980 raised through the Preferential Issue had been utilised towards the objects of the issue, while Rs. 1,80,75,265 remained unutilised. The unutilised amount was lying with the Company pending utilisation in accordance with the objects of the issue. There was no deviation or variation in the utilisation of the proceeds from the objects stated in the offer documents.

3. DIVIDEND:

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

4. CHANGE IN SUBSIDIARY /JOINT VENTURE/ASSOCIATE COMPANY DURING THE YEAR:

The Company does not have subsidiary/joint venture/associate Company, and no Company has become/ceased to be subsidiary/joint venture/associate Company during the year.

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 RESERVES:

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 TN THE NATURE OF BUSINESS:

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

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

No Material changes and Commitments affecting the financial position of the Company have occurred between the end of financial year to which this financial statement relates and the date of this report and hence not reported.

9. ANNUAL RETURN:

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

10. DIRECTORS:

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

During the year under Review-

1. Mr. Chirag Shah was appointed as an Additional Director to hold office upto next Annual General Meeting and Non-executive Independent Director of the Company for the term of five years with effect from 29.05.2025. Subsequently, members at their Annual General Meeting held on 30 th September 2025 approved his appointment.

2. Mr. Haresh Kothari ceased to be Independent Director of the Company with effect from 18.08.2025 due to completion of his tenure as Independent Director

3. Mr. Ashok Shah was appointed as an Additional Director to hold office upto next Annual General Meeting and Non-executive Independent Director of the Company for the term of five years with effect from 18.08.2025. Subsequently, members at their Annual General Meeting held on 30th September, 2025 approved his appointment.

4. The members of the Company at their 33 rd Annual General Meeting held on 30 th September, 2025 approved reappointment of Mrs. Dhara Gaurav Thanky (DIN - 02565310), as a retiring Director.

After the end of the Financial-year:

1. Mr. Yogesh Keshariya was appointed as an Additional Director to hold office upto next Annual General Meeting and Non-executive Independent Director of the Company for the term of three years with effect from 12.06.2026

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 2025-26, Eight meetings of the Board of Directors were held.

12. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

Since the Company has not made any voluntary revision of Financial Statements or Boards Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) They meet the criteria of independence prescribed under the Act; and

b) They have registered their names in the Independent Directors Databank.

14. EXPLANATION(S)/ COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN TIIIIU RESPECTIVE REPORT:

There are neither any qualification /reservation/ adverse remarks nor any disclaimer by statutory Auditors in their draft report and accordingly no explanation/ comment is required.

15. 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

16. DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) Your directors had followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts;

(b) Your directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit & Loss of the Company for the period;

(c) Your 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) Your directors have prepared the annual accounts on a going concern basis.

(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) Your directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. AUDITORS:

A. STATUTORY AUDITORS

M/s. Mukund & Rohit, Chartered Accountants, Vadodara, were appointed as the statutory Auditors by the members of the Company at their 30 th Annual General Meeting to hold office up to the conclusion of 35 th Annual General Meeting to be held in 2027.

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 2025-26.

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 ended 31 st March, 2026. The Secretarial Audit Report has been annexed to this Report as per Annexure 1 . Subsequently, the Board of Directors at its meeting held on 29 th May, 2025 appointed them as Secretarial Auditors for a period of five consecutive financial years from 2025-26 to 2029-30 on recommendation of the Audit Committee. Subsequently, members at their Annual General Meeting held on 30th September, 2025 approved the appointment.

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 2025-26 by the Board of Directors, upon recommendation of the Audit Committee.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditors Reports;

The Statutory Auditors and the Secretarial Auditors of the Company have not made any qualifications, reservations, adverse remarks or disclaimers in their respective Audit Reports for the financial year ended 31 st March 2026. Accordingly, no explanation or comments of the Board are required in this regard.

18. 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.

19. 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.

20. 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.

21. 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

(iii) the capital investment on energy conservation equipments: - NIL

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

Power & Fuel Consumption- Electricity	2025-26	2024-25
Consumed Quantity units	8,20,480	7,86,774
Amount in Rs.	67,06,688	67,51,688
Rate/Unit Rs.	8.17	8.58
Production Quantity M. T	2330.501	2925.513
Power Cost Per Kg. of Production Rs.	2.88	2.30

(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.)

Particulars	2025-26	2024-25
Foreign Exchange Earned	7.07	12.87
Foreign Exchange Spent	374.56	222.27

23. DEPOSITS:

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

24. 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.

25. 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 - 3 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.

26. 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, disposed off and pending for more than ninety days during the financial year 2025-26 is as under:

22. KEY MANAGERIAL PERSONNEL:

The following were Key Managerial Personnel of the Company as at 31 st March 2026.

1. Mr. Gaurav Thanky	: Managing Director
2. Mr. Tejas Bhatt	: Chief Financial Officer
3. Ms. Ashish Chaudhary	: Company Secretary and Compliance Officer

- Number of Complaints received: Nil

- Number of Complaints Disposed off: Nil

- Number of Complaints pending for more than ninety days: Nil

27. 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.

28. 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.

29. DISCLOSURE ON PROVISION OF FACILITY FOR DEMATERIALISATION OF SHARES

In compliance with the requirements of section 29 of the Companies Act, 2013 read with Rule 9A/9B of Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company has obtained ISIN INE197C01012 in order to facilitate dematerialisation of all its securities to its security holders.

30. STATEMENT OF COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

Your directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

31. CORPORATE GOVERNANCE REPORT

During the financial year under review, the paid-up equity share capital of the Company increased from Rs. 8.52 Crore to Rs. 11.00 Crore pursuant to the preferential allotment of equity shares. Consequently, the Company has crossed the threshold prescribed under Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the provisions relating to Corporate Governance under Regulations 17 to 27 , Clauses

(b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall become applicable to the Company from the Financial Year 2026-27 , subject to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, as a measure of good corporate governance and in the interest of maintaining transparency and adopting best governance practices, the Company has voluntarily prepared and attached the Corporate Governance Report , which forms part of this Annual Report as Annexure — 4 .

32. 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 - 5.

33. 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 (upto 18.08.2025)
2. Gaurav Thanky	Member	Chairman & Managing Director
3. Chirag Shah	Member (upto 18.08.2025) Chairman (wef 18.08.2025)	Non-Executive Independent Director (wef 29.05.2025)
4. Ashok Shah	Member	Non-Executive Independent Director (wef 18.08.2025)

The Audit Committee met four 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
1 Haresh P. Kothari	Chairman	Non-Executive Independent Director (upto 18.08.2025)
2 Gaurav Thanky	Member	Chairman & Managing Director
3 Chirag Shah	Member	Non-Executive Independent Director (wef 29.05.2025)
4 Ashok Shah	Chairman (w.e.f 18.08.2025)	Non-Executive Independent Director (wef 18.08.2025)

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

REMUNERATION POLICY

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in line with the provisions of Section 178(5) of the Act read with Regulation 20 of SEBI (LODR) Regulations, 2015 as below.

Sr. No Name of the Directors	Designation	Nature of Directorship
1 Haresh P. Kothari	Chairman	Non-Executive Independent Director (upto 18.08.2025)
2 Gaurav Thanky	Member	Chairman & Managing Director
3 Chirag Shah	Member (upto 18.08.2025) Chairman (wef 18.08.2025)	Non-Executive Independent Director (wef 29.05.2025)
4 Ashok Shah	Member	Non-Executive Independent Director (wef 18.08.2025)

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 2 0 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.

34. COST RECORDS AND COST AUDIT:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors were not applicable to the Company during the year under review.

35. 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.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 Companys Operations in future during the year under review.

37. 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.

38. 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 controls exercised and reports any suggestions or deviations on a continuing basis. The authority and responsibility of every employee are clearly defined. The Company has adequate internal financial controls with reference to the financial statements in place, and such internal financial controls were operating effectively as at 31st March 2026.

39. INSURANCE:

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

40. 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.

41. 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 01.04.2024), your directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

42. 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 Companys 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.

	For and on behalf of Board of
Date: 14.08.2026	Axel Polymers Limited
Place: Mokshi	Sd/-
	Gaurav Thanky
	Chairman & Managing Director
	DIN:02565340