Polychem Ltd — AGM Information 2024

Aug 2, 2024

POLYCHEM LIMITED

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CIN: L24100MH1955PLC009663

REGD. OFFICE: 7. JAMSHEDJI TATAROAD. CHURCHGATE RECLAMATION. MUMBAI-400 020 Ph: 022 - 2282 0048, E-mail: polychemltd@kilachand.com , Website: www.polychemltd.com

To 02.08.2024

Head Listing Compliance Bombay Stock Exchange Ltd. PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Company Code: 506605

Dear Sir,

Sub: Notice of 67[th] Annual General Meeting of Polychem Limited and Book Closure Date

The 67[th] Annual General Meeting of the Company is scheduled to be held on Thursday, 29[th] August, 2024 at 11.00 a.m. through Video Conference / other audio visual means (OAVM).

Further pursuant to section 91 of the companies Act, 2013 and the Rules framed thereunder and Regulation 42 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, 23[rd] August, 2024 to Thursday, 29[th] August, 2024 (both days inclusive) for the purpose of 67[th] Annual General Meeting of the Company.

We are sending herewith a copy of Notice of 67[th] Annual General Meeting along with Explanatory Statement and E-Voting Instructions, which is being sent today to all the shareholders whose email ids are registered with the Company. The notice of the same is being published in newspapers.

Kindly take the above on record.

Thanking you,

Yours faithfully,

For POLYCHEM LIMITED.,

DEEPALIBEN Digitally signed by DEEPALIBEN VISHAL VISHAL CHAUHAN CHAUHAN Date: 2024.08.02 11:31:29 +05'30' (DEEPALI V. CHAUHAN) COMPANY SECRETARY AND COMPLIANCE OFFICER Mem No. A38273

CIN: L24100MH1955PLC009663

POLYCHEM LIMITED

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REGD. OFFICE: 7. JAMSHEDJI TATAROAD. CHURCHGATE RECLAMATION. MUMBAI-400 020 Ph: 022 - 2282 0048, E-mail: polychemltd@kilachand.com , Website: www.polychemltd.com

CC: 1. Central Depository Services Limited

1305-A, A-wing, Marathon Futurex,

Mafatlal Mills Compound,

N M Joshi Marg, Lower Parel, Mumbai 400013.

2. National Securities Depository limited

Trade World, 4th Floor, A Wing,

Kamala Mills Compound,

Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

3. Link Intime India Pvt. Ltd.

C-101, 1st Floor, 247 park,

Lal Bahadur Shastri Marg, Vikhroli (w), Mumbai - 400 083.

Polychem limited

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N O T I C E

Notice is hereby given that the Sixty – Seventh Annual General Meeting of the Members of POLYCHEM LIMITED will be held on Thursday, 29[th] August, 2024 at 11.00 a.m. via two – way Video Conferencing (‘VC’) facility or other audio video means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

2. a) The audited Standalone financial statements of the Company for the financial year ended 31[st] March, 2024, including the audited Standalone Balance Sheet as at 31[st] March, 2024, the Statement of Profit and Loss and Cash Flow Statement, for the year ended on that date and the reports of the Board of Directors (the Board) and Auditors thereon.

3. b) The audited consolidated financial statements of the Company for the financial year ended 31[st] March, 2024, including the audited Consolidated Balance Sheet as at 31[st] March, 2024, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the report of Auditors thereon.

4. To Declare a dividend of Rs 30/- per equity share of Rs 10/- each.

5. To appoint a Director in place of Mr. P. T. Kilachand (00005516), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

4. Approval for Increase in Investment Limit under section 186 of Companies Act, 2013:

To consider and if thought fit, to pass with or without modification/s, the following resolution as a Special resolution :

“RESOLVED THAT in supersession of the Resolution passed by the members of the Company at the 64[th] Annual General Meeting held on 16th September, 2021 and pursuant to the provisions of Section 186 and any other applicable provisions of the Companies Act, 2013, read with relevant rules made thereunder, including any statutory modification(s) and re-enactment(s) thereof for the time being in force, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘the Board)’ to

1. give any loan to any person or other bodies corporate;

2. give any guarantee or provide any security in connection with a loan to any anybody corporate or person; and

3. acquire by way of subscription, purchase or otherwise the securities of any other body corporate,

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Polychem limited

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as they may in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, shall not exceed a sum of Rs. 50,00,00,000/(Rupees Fifty Crores Only) over and above the limit prescribed under Section 186 of the Act.”

“RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all such acts deeds and things as may be necessary, proper and expedient to give effect to this Resolution.”

Registered Office:

7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai – 400 020. CIN: L24100MH1955PLC009663 Tel : 022 - 22820048 Email id : polychemltd@kilachand.com website : www.polychemltd.com

By Order of the Board of Directors

DEEPALI V. CHAUHAN Company Secretary & Compliance Officer ACS No.: 38273

Mumbai, May 14, 2024.

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Polychem limited

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NOTES:

• (a) An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 relating to special business under Item no 4 to be transacted at the meeting is annexed hereto.

• (b) The Ministry of Corporate Affairs (‘MCA’) has vide its General Circulars dated April 8, 2020 and April 13, 2020, January 13, 2021, May 05, 2022, December 28, 2022 and September 25, 2023 (collectively referred to as ‘MCA Circulars’) Securities and Exchange Board of India (‘SEBI’) vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 05, 2023 and October 07, 2023 (‘SEBI Circulars’) permitted the holding of the Annual General Meeting (‘AGM’ or ‘Meeting’) through Video Conferencing (‘VC’) facility or other audio visual means (OAVM), without physical presence of the Members at a common venue. In Compliance with the provisions of the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and MCA Circulars, the 67[th] AGM of the Company is being held through VC/OAVM on Thursday, 29[th] August, 2024 at 11.00 a.m. The deemed venue for the 67[th] AGM shall be the Registered Office of the Company.

• (c) Further, pursuant to the MCA and SEBI Circulars, the Notice of the AGM along with the Annual Report for FY 2023-24 is sent in electronic form only to those Members whose email addresses are registered with the Company/ Depositories as of 1[st] cut-off date i.e. Friday, 12[th] July, 2024. The Notice calling the 67[th] AGM has been uploaded on the website of the Company at www. polychemltd.com. The Notice can also be accessed from the website of the Bombay Stock Exchange at www.bseindia.com and NSDL (agency for providing the Remote e-Voting facility) at www.evotng.nsdl.com.

• (d) Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC or OAVM, physical attendance of Members has been dispensed with. Accordingly, in terms of the above-mentioned MCA and SEBI circulars, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and AGM route map are not annexed to this Notice.

• (e) Members attending the meeting through VC or OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act 2013.

• (f) The Members can join the AGM in the VC/ OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned on page 15. 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.

• (g) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM the details of which are available on page No. 11.

• (h) Ms. Ragini Chokshi of Ragini Chokshi & Co., Practicing Company Secretary (CP 1436) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• (i) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) intending to send their authorised representative to attend the AGM through VC or OAVM or to vote through remote e-voting, pursuant to Sections 112 and 113 of the Act, are requested to send a certified copy of the board resolution to the Scrutinizer by e-mail at mail@raginichokshi.com with a copy marked

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Polychem limited

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to evotng@nsdl.co.in and polychemltd@kilachand.com, authorising their representative to attend and vote on their behalf at the AGM or they 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.

• (j) Any person, who acquires shares of the Company and becomes member of the Company after sending of the Notice and holding shares as of the 2[nd] cut-off date i.e. 22[nd] August, 2024 may obtain the login ID and password by sending an email to evotng@nsdl.co.in or polychemltd@kilachand.com by mentioning their Folio No. / DP ID and Client ID No. However, if you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using “Forget User Details/Password” option available on www.evotng. nsdl.com

• (k) In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• (l) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available electronically for inspection by the members during the AGM.

• (m) Additional information, pursuant to Regulation 36(3)(a) of the LODR Regulations, 2015 and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’), in respect of the director seeking reappointment at the AGM is provided on page 9.

• (n) The Register of Members and Share Transfer Book will remain closed from Friday, 23rd August, 2024 to Thursday, 29th August, 2024 (both days inclusive) in terms of provision of section 91 of Companies Act, 2013.

• (o) Dividend of Rs 30/- per equity share of Rs 10/- each (300%), if declared at the Meeting, will be credited / dispatched subject to deduction of income-tax at source wherever applicable on or after 29[th] August, 2024 to those members whose names shall appear on the Company’s Register of Members on Record date i.e. Friday, 12[th] July, 2024.

• (p) Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct Tax At Source (“ TDS ”) from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (‘the IT Act’). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or in case shares are held in physical form, with the Company by sending documents through email at polychemltd@kilachand.com.

A communication and detailed instructions with respect to tax on dividend for the financial year ended March 31, 2024 were already sent to the members of the Company.

• (q) SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023) has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

• (r) Members holding shares in electronic form are requested to intimate immediately any change in their bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their bank mandates immediately to the Company or its Registrar & Share Transfer Agents - Link Intime India Pvt. Ltd.

• (s) Members are requested to note that as per Section 124(5) of the Act, the dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account, is liable to be transferred by the Company to the “Investor Education Protection Fund” (IEPF) established by the Central Government under Section 125 of the Act.

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Polychem limited

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(i) Dividend Transferred:

The amount of unclaimed dividend for the financial year 2015-16 i.e. Rs 91,852/- has been transferred to the IEPF on 11[th] September, 2023, details of which are available on the website of the Company at www.polychemltd.com.

• (ii) Dividend yet to be transferred:

Unclaimed dividend for the financial year 2016-17 is due for transfer to IEPF in September 2024. Pursuant to IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts for all years lying with the Company as on March 31, 2024 on the website of the Company and also on the website of the Ministry of Corporate Affairs. Members may approach the Company Secretary and Compliance Officer of the Company or RTA for claiming the unclaimed dividend which is yet to be transferred to IEPF by the Company.

(t) Members are requested to note that as per Section 124(6) of the Act, read with IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to Demat Account of IEPF Authority.

• (i) Shares Transferred:

The Company has transferred 2,226 shares in IEPF in respect of which dividend has remained unpaid/ unclaimed for seven consecutive years on 26[th] September, 2023. The details of shares transferred to IEPF have been uploaded on the website of the Company. Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed from IEPF by filling Form IEPF-5. Concerned members are advised to visit the weblink: htp://iepf. gov.in/IEPFA/refund. html for lodging claim for refund of shares and / or dividend from the IEPF Authority.

• (ii) Shares yet to be transferred:

Further, the details of members whose shares are due for transfer in IEPF Authority in September, 2024 is uploaded on Company’s Website, the said details are as on 31[st] March, 2024. The members are requested to verify their name in the list and accordingly claim their unpaid/unclaimed dividend, within the stipulated timeline in order to avoid transfer of shares to IEPF Authority.

• (u) In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities of listed companies can only be transferred in dematerialised form with effect from 1st April, 2019. In view of the above, members are advised to dematerialise shares held by them in physical form.

• (v) To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details.

• (w) Members holding shares in demat form are requested to provide their e-mail address, mobile number, bank details and details relating to nomination to their Depository Participant(s) (“DP’s”), in case the same are not updated.

• (x) Link intime has launched an Investor self-service portal for the Investors ‘ SWAYAM ’.

‘ SWAYAM ’ is a secure, user-friendly web-based application, developed by “Link Intime India Pvt Ltd.”, our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. We request you to get registered and have first-hand experience of the portal.

This application can be accessed at htps://swayam.linkintme.co.in

• Effective Resolution of Service Request -Generate and Track Service Requests/Complaints through SWAYAM.

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Polychem limited

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• Features - A user-friendly GUI.

• Track Corporate Actions like Dividend/Interest/Bonus/split.

• PAN-based investments - Provides access to linked PAN accounts, Company wise holdings and security valuations.

• Effortlessly Raise request for Unpaid Amounts.

• Self-service portal – for securities held in demat mode and physical securities, whose folios are KYC compliant.

• Statements - View entire holdings and status of corporate benefits.

• Two-factor authentication (2FA) at Login - Enhances security for investors.

(y) ODR Portal:

The Company has established Common Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in Indian Securities Market. In addition to the option to resolve their grievances with the RTA/Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https:// smartodr.in/login)

• (z) The Company’s securities are listed on the following Stock Exchange:

**Sr. No. **	Name & Address of the Stock Exchange	Nature of Security as on 31-03-2024
1.	Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.	4,04,045 Equity Shares of Rs. 10/-each.

The Company has paid Annual Listing fees for the year 2024-25 to the above Stock Exchange.

Registered Office:

7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai – 400 020. CIN: L24100MH1955PLC009663 Tel : 022 - 22820048 Email id : polychemltd@kilachand.com website : www.polychemltd.com

By Order of the Board of Directors

DEEPALI V. CHAUHAN Company Secretary & Compliance Officer ACS No.: 38273

Mumbai, May 14, 2024.

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Polychem limited

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT.

The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013 sets out the material facts relating to business under Item No. 4, mentioned in the accompanying Notice dated 14[th] May, 2024.

Item No.4

To approve the increase in Investment limit under section 186 of the Companies Act, 2013:

The Company has obtained the approval from its members in 64[th] Annual General Meeting of the Company held on 16[th] September, 2021 for investment limit of Rs 20 crores under section 186 of Companies Act, 2013. The Company is making investments in Shares, Mutual Funds etc from time to time.

The directors want to make optimum use of funds available with the Company by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate as and when required which may exceed the limit approved by the members as mentioned above. Therefore, the board proposed to increase the Investment Limit from 20 crores to 50 crores under section 186 of Companies Act.

Section 186 of the Companies Act, 2013 permits the Company to invest the surplus funds of the Company in excess of the 60% of the aggregate of the paid-up share capital and free reserves and securities premium account of the Company or 100% of its free reserves and securities premium account of the Company, whichever is more, if the same is approved by the members of the Company.

Hence, in the Interest of the Company, directors recommend the Resolution as set out at Item No. 4 of the accompanying Notice, for Members approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution.

As required in terms of regulation 36(3) of SEBI (LODR) Regulations 2015, the details of the Director who is proposed to reappoint furnished below:

appoint furnished below:
Name of Director	Mr. P. T. KIilachand
Director Identfcaton Number	00005516
Age	57years
Date of First appointment on the Board	03.12.1996
Qualifcaton	Sc.B “Electrical Engineering” & A.B. “Engineering& Economics” from Brown University
Expertse	Project Ofcer in Polychem Limited from 1stNovember, 1988, then as Project Executve from 1stOctober, 1990 and as Executve Assistant to the Managing Director from 2ndJuly, 1993. He has been actvely involved and looking afer all aspects of various actvites of the Company. He was appointed as a Director from December 1996 to 31stMarch, 1997. From 1stApril, 1997 he was appointed as a Whole-tme Director. His designaton has been changed from Whole-tme Director to Managing Director with efect from 27thJuly, 2012, since then he was re-appointed several tmes as ManagingDirector.
Terms and Conditons of appointment/Re-appointment	Liable to retre by rotaton as per secton 152(6) of Companies Act, 2013
Details of remuneraton last drawn(FY 2023-24)	Please refer “Details of Remuneraton to all Directors” in Corporate Governance Report.
Details of remuneraton sought to bepaid	N.A

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Polychem limited

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Polychem limite	d SiXty-SeVeNth ANNuAl RePoRt
Name of Director	Mr. P. T. KIilachand
Other Directorship and Commitee Membership as on 31st March, 2024 in listed entty	Directorship: Gujarat Poly Electronics Ltd – Non Executve Director Commitee Membership: Stakeholder RelatonshipCommitee - Chairman
Listed enttes from which the Director has resigned from directorship in last three (3) years:	None
No. of Board Meetngs atended during FY 2023-24	4
No. of Equity Shares held	34,127
Relatonship with other Directors	Mr. Tanil R. Kilachand, Chairman of the Company is the father and Mr. Nandish T. Kilachand, Director of the Companyis the brother of Mr. P. T. Kilachand.

Registered Office: 7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai – 400 020. CIN : L24100MH1955PLC009663 Tel : 022 22820048 Email Id : polychemltd@kilachand.com Website : www.polychemltd.com

By Order of the Board of Directors

Deepali V. Chauhan Company Secretary & Compliance Officer ACS No.: 38273

Mumbai, May 14, 2024.

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Polychem limited

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

1. The remote e-voting period begins on Monday, 26[th] August, 2024, at 09:00 A.M. and ends on Wednesday, 28[th] August, 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

2. The Members, whose names appear in the Register of Members as on cut-off date i.e. 22[nd] August, 2024, may cast their vote electronically.

3. The voting rights of members shall be in proportion to their shares of the paid up share capital of the Company as on the cut-off date of 22[nd] August, 2024.

How do I vote electronically using NSDL e-Votng 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

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

Step 1: Access to NSDL e-Votng system

A) Login method for e-Votng and joining virtual meetng for Individual shareholders holding securites 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 securites in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securites in demat mode with NSDL.	If the user is registered for NSDL IDeAS facility: 1. ExistngIDeASuser can visit the e-Services website of NSDL Viz.htps://eservices.nsdl.comeither on a Personal Computer or on a mobile. 2. On the e-Services home page click on the“Benefcial Owner”icon under“Login”which is available under‘IDeAS’secton, 3. This will prompt you to enter your existng User ID and Password. 4. Afer successful authentcaton, you will be able to see e-Votng services under Value added services. Click on“Access to e-Votng”under e-Votng services and you will be able to see e-Votng page. 5. Click on company name ore-Votng service provider i.e. NSDLand you will be re-directed to e-Votng website of NSDL for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng.
	If the user is not registered for NSDL IDeAS facility: If you are not registered for IDeAS e-Services, opton to register is available athtps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click athtps://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp

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Polychem limited

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Polychem li	mited SiXty-SeVeNth ANNuAl RePoRt
Type of shareholders	Login Method
	Votng directly through the NSDL portal: 1. Visit the e-Votng website of NSDL. Open web browser by typing the following URL:htps://www.evotng. nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. 3. A new screen will open. 4. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. 5. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. 6. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentoned below for seamless votng experience.
Individual Shareholders holding securites in demat mode with CDSL	1. Existng users who have opted for Easi / Easiest, they can login through their user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The URL for users to login to Easi / Easiest arewww.cdslindia.comand click on New System Myeasi Tab and then use your existng my easi username & password. 2. Afer successful login of Easi/Easiest the user will be also able to see the E Votng Menu. The Menu will have links ofe-Votng service provider i.e. NSDL. Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, opton to register is available at atwww.cdslindia.comand click on login and New System Myeasi Tab and then click on registraton opton. 4. Alternatvely, the user can directly access e-Votng page by providing demat Account Number and PAN from a link inwww.cdslindia.comhome page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. Afer successful authentcaton, user will be provided links for the respectve ESP i.e.NSDLwhere the e-Votng is in progress.
Individual Shareholders (holding securites in demat mode) login through their depository partcipants	1. You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. 2. Once logged-in, you will be able to see e-Votng opton. Click on e-Votng opton, you will be redirected to NSDL/CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. 3. Click on company name or e-Votng service provider i.e. NSDL and you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period or joining virtual meetng & e-votng during the meetng.

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

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

Helpdesk for Individual Shareholders Depository i.e. NSDL and CDSL.	holding securites in demat mode for any technical issues related to login through
Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evotng@nsdl.com or call at 022–4886 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotng@cdslindia.com or 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-Votng website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.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.

3. 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 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your 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 use 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. .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 .

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Polychem limited

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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.evotng.nsdl.com.

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

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

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

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

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

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

Step 2: Cast your vote electronically and join General Meetng on NSDL e-Votng 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 General 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 mail@csraginichokshi.com with a copy marked to evotng@nsdl.com 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.evotng.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.evotng.nsdl.com or call at 022 – 48867000 or send a request `to Mr. Sanjeev Yadav (NSDL Official) at evotng@nsdl.com

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:

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 polychemltd@kilachand.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 polychemltd@kilachand.com.

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Polychem limited

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1. 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 .

2. Alternatively shareholder/members may send a request to evotng@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

3. 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 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 link” placed under “Join General meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join General 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.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at polychemltd@kilachand.com. The same will be replied by the company suitably.

6. Shareholders, who would like to be the speaker shareholder at the AGM shall send their request at least four days in advance mentioning their name demat account number/folio number, email id, mobile number at polychemltd@kilachand.com.

7. Members who need assistance before or during the meeting, can contact NSDL on evoting@nsdl.com +91 22 48867000 or contact Mr. Sanjeev Yadav, Assistant Manager-NSDL at sanjeevy@nsdl.com.

OTHER INSTRUCTIONS:

1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting (votes cast during the AGM and votes cast through remote e-Voting) and make, not later than 2 working days of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.polychemltd.com and on the website of NSDL htps://www.evotng.nsdl.com/ immediately. The Company shall simultaneously forward the results to BSE, where the shares of the Company are listed.

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