Polychem Ltd — AGM Information 2025

Jul 17, 2025

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 17.07.2025

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

Company Code: 506605

Dear Sir,

Sub: Notice of 68[th] Annual General Meeting of Polychem Limited

The 68[th] Annual General Meeting of the Company is scheduled to be held on Tuesday, 12[th] August, 2025 at 11.00 a.m. through Video Conference / other audio visual means (OAVM).

Accordingly, we are sending herewith a copy of Notice of 68[th] Annual General Meeting along with Explanatory Statement and E-Voting Instructions, which is sent today to all the shareholders electronically whose email ids are registered with the Company or Registrar and Share Transfer Agent or their respective Depository Participants. 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: 2025.07.17 14:39:11 +05'30'

(DEEPALI V. CHAUHAN)

COMPANY SECRETARY AND COMPLIANCE OFFICER Mem No. A38273

• CC: 1. Central Depository Services Limited

2. National Securities Depository limited

3. MUFG Intime India Pvt. Ltd.

POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

N O T I C E

Notice is hereby given that the Sixty – Eighth Annual General Meeting of the Members of POLYCHEM LIMITED will be held on Tuesday, 12[th] August, 2025 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, 2025, including the audited Standalone Balance Sheet as at 31[st] March, 2025, 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, 2025, including the audited Consolidated Balance Sheet as at 31[st] March, 2025, 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 dividend of Rs 20/- per equity share of Rs 10/- each for the financial year ended 31st March, 2025.

5. To appoint a Director in place of Mr. T. R. Kilachand (00006659), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Appointment of Ms. Ragini Chokshi & Co. Company Secretaries, Mumbai (Firm Regn No. 92897) as Secretarial Auditors of the Company:

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

“RESOLVED THAT pursuant to the provisions of section 204 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder [including any statutory modification or re-enactment thereof for the time being in force], Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with Circulars issued thereunder from time to time and as recommended by the Audit Committee and Board of Directors, M/s Ragini Chokshi & Co., Company Secretaries, Mumbai (Firm Regn No. 92897) be appointed as the Secretarial Auditors of the Company for a term of 5 consecutive years from FY 2025-26 till FY 2029-30 to conduct the Secretarial Audit of the Company on such terms and conditions and remuneration to be determined by the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board) and to avail any other services, certificates, reports, or opinion as may be permissible under applicable laws and as per details set out in the explanatory statement annexed hereto.”

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

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

1. Payment of commission not exceeding 1% of net profit to Non-Executive Directors of the Company for a period of 3 years i.e. FY 2025-26, FY 2026-27 and FY 2027-28.

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

“RESOLVED THAT pursuant to the provisions of section 197, 198 and any other applicable provisions of the Companies Act, 2013, read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for time being in force), and Regulation 17(6) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and subject to availability of net profits at the end of each financial year, the consent of the members be and is hereby accorded for commission not exceeding 1% of net profits of the Company per annum, be paid to and distributed amongst the NonExecutive Directors of the Company for a period of three years for each financial years 2025-26, 2026-27 and 2027-28 in such proportion or manner as may be decided by the Board of Directors of the Company, in addition to the sitting fees and reimbursement of expenses for attending the meetings of the Board/Committee thereof.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to aforesaid 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, 2025.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

NOTES:

• (a) An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 and Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to special business under Item nos. 4 and 5 to be transacted at the meeting is annexed hereto.

• (b) The Ministry of Corporate Affairs (MCA) vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 (collectively referred to as ‘MCA Circulars’) has permitted the holding of the Annual General Meeting (AGM) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India (‘SEBI’) vide its circulars dated May 12, 2020, and subsequent circulars issued in this regard, the latest being October 3, 2024 (‘SEBI Circulars’) has provided certain relaxations from compliance with certain provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). 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 68[th] AGM of the Company is being held through VC/OAVM on Tuesday, 12[th] August, 2025 at 11.00 a.m. The deemed venue for the 68[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 2024-25 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. Tuesday, 1[st] July, 2025. The Notice calling the 68[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. A letter providing the web-link for accessing the Annual report, including the exact path, is being sent to those members who have not registered their email address with the Company.

• (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 16. 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. 12.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

• (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 to evotng@nsdl.com 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. 5[th] August, 2025 may obtain the login ID and password by sending an email to evotng@nsdl.com 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) All documents referred to in the accompanying notice and explanatory statements, 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 10.

• (n) The Register of Members and Share Transfer Book will remain closed from Wednesday, 6[th] August, 2025 to Tuesday, 12[th] August, 2025 (both days inclusive) in terms of provision of section 91 of Companies Act, 2013.

• (o) Dividend of Rs 20/- per equity share of Rs 10/- each (200%), if declared at the Meeting, will be credited / dispatched subject to deduction of income-tax at source wherever applicable on or after 12[th] August, 2025 to those members whose names shall appear on the Company’s Register of Members on Record date i.e. Tuesday, 1[st] July, 2025.

• (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, 2025 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.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

• (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 - MUFG 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.

• (i) Dividend Transferred:

The amount of unclaimed dividend for the financial year 2016-17 i.e. Rs 85,782/- has been transferred to the IEPF on 14[th] October, 2024, details of which are available on the website of the Company at www.polychemltd.com.

• (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 1,486 shares in IEPF in respect of which dividend has remained unpaid/ unclaimed for seven consecutive years on 22[nd] October 2024. 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.

• (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 1[st] 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) MUFG Intime India Pvt. Ltd has launched an Investor self-service portal for the Investors ‘ SWAYAM ’.

‘ SWAYAM ’ is a web-based Application for Investors. The investors of listed entities, which are serviced by MUFG as the RTA. “SWAYAM” has been designed with a user-friendly, to help investors access their portfolios and raise any requests for service.

Through a single login, registered investors can access their investments which are linked to their PAN, obtain Company-wise summary of all holdings, fetch valuation of securities as per the last closing rates at BSE/NSE, view statement of holdings, check the status of corporate benefits and much more. SWAYAM allows investors to raise requests for Unpaid Amounts (not transferred to I.E.P.F) in an effortless way.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

Investors can also register all types of service requests for speedier resolutions to requests/complaints lodged through “SWAYAM”. Investors can login to their ‘SWAYAM’ account with their Username & Password. A two-factor (2FA) investor login authentication is implemented for all investors connected to SWAYAM. 2FA is a security feature in which the investor provides two means of identification from separate channels of credentials, for increased security and to protect against cyber threats.

SWAYAM can be accessed through this web : htps://swayam.in.mpms.mufg.com/

(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 31-03-2025
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 2025-26 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, 2025.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT.

The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013 and Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 sets out the material facts relating to business under Item Nos. 4 and 5, mentioned in the accompanying Notice dated May 14, 2025.

Item No.4

Appointment of Ms. Ragini Chokshi & Co. Company Secretaries, Mumbai (Firm Regn No. 92897) as Secretarial Auditors of the Company:

Pursuant to Section 204 of the Companies Act, 2013, it is mandatory for every listed Company to annex with its Board’s Report a “Secretarial Audit Report” given by a Company Secretary in practice in prescribed format i.e. Form MR-3 under rule 9 of the Companies (Appointment and Remuneration) Rules, 2014.

Under Section 179 of the Act read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 the appointment of Secretarial Auditor shall be made by the Board. SEBI vide its notification dated 12th December, 2024 amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations). The Amended regulation read with the SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024 (the Circular) have inter-alia prescribed the term of appointment/reappointment, eligibility, qualifications and disqualifications of Secretarial Auditor of a Listed Company.

Pursuant to the amended Regulation 24A of the Listing Regulations, w.e.f. 01[st] April, 2025, every Listed Company on the recommendation of the Board of Directors shall appoint or re-appoint (i) an Individual as Secretarial Auditor for not more than one term of five consecutive years or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.

M/s Ragini Chokshi & Co., Company Secretaries are currently working as Secretarial Auditor of the Company. They have given their consent and confirmed that appointment, if made, would be within the limit specified by the Institute of Companies Secretaries of India. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the Circular.

Brief Profile

M/s Ragini Chokshi & Co., Company Secretaries is well known firm started in the year 1991 in Mumbai. At present, the firm has its branch offices in Delhi, Kolkata, Kerala, Madhya Pradesh. The firm has various partners and a team of qualified professionals who are experienced in providing corporate law services to the Companies across India.

The Board after taking into account the qualification and experience of M/s Ragini Chokshi & Co., Company Secretaries, Mumbai (Firm Reg No. 92897) and the consent and Peer review certificate submitted by them, was of the opinion that they are qualified to be appointed as the Secretarial Auditors of the Company in accordance with the Listing Regulations and the Circular.

The qualification and experience of M/s Ragini Chokshi & Co., Company Secretaries, Mumbai (Firm Reg No. 92897) is commensurate with the size and requirements of the Company and have accordingly recommended their appointment as the Secretarial Auditors for the term, as set out in the proposed resolution, to the members of the Company.

The proposed remuneration for the Secretarial Audit for the financial year 2025-26 is Rs. 1,00,000/- (Rupees One Lakh only), excluding applicable taxes and out-of-pocket expenses. Remuneration for subsequent financial years shall be determined by the Board of Directors, based on the recommendation of the Audit Committee, keeping in view the scope of work, industry standards, and the firm’s performance.

It is further proposed that remuneration to be paid to the Secretarial Auditor for issuing any other certificates, reports or opinions as the Board may approve to obtain from the Secretarial Auditors, may be determined, from time to time, by the Board or any committee of the Board or any officer of the Company authorized by the Board in this regard. In addition to the remuneration, the Secretarial Auditor shall be entitled to receive the out of pocket expenses as may be incurred by them during the course of the Audit or issuance of any other certificate or report or opinion.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

The consent cum certificate and Peer Review Certificate received from M/s Ragini Chokshi & Co., Company Secretary, Mumbai (Firm Reg No. 92897), shall be available for inspection by the members in electronic form up to the date of Annual General Meeting. The members seeking to inspect these documents may send an email request to polychemltd@kilachand.com.

The Board recommends the Ordinary 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.

Item No.5

Payment of commission not exceeding 1% of net proft to Non- Executve Directors of the Company for a period of 3 years i.e. FY 2025-26, FY 2026-27 and FY 2027-28.

The Directors of the Company plays an important role in overseeing the governance, performance and sustainable growth of the Company. They contribute their wealth of knowledge, skills, expertise and experience to the business of the Company and provide required diversity in Board decision – making process.

The Company had taken approval for payment of commission from the members of company at the AGM held on 29[th] August, 2023 for a period of three years i.e. for FY 2022-23, FY 2023-24 and FY 2024-25. In view of increased roles and responsibility of the directors under Companies Act, 2013 and SEBI Listing Regulations and in appreciation to the contribution and services, the directors have rendered and continue to render to the Company, It is proposed to take further approval for payment of Commission to Non- Executive Directors of the Company for a period of 3 years i.e. for each financial years 2025-26, 2026-27 and 2027-28 not exceeding 1% of net profit under section 197 of Companies Act, 2013 subject to availability of net profits as computed under section 198 of Companies Act, 2013 at the end of each financial year.

The quantum and manner of commission payable to each Non- Executive Directors shall be fixed and decided by the Board of Directors after considering the net profit for each year and recommendation of Nomination and Remuneration Committee. This Commission shall be in addition to the sitting fees payable to the Non- Executive Directors for attending the meetings of the Board or Committees thereof and reimbursement of expenses for participation in the Board and other meetings.

The Board recommends the resolution set out at Item No. 5 of the Notice for approval by the Members by way of an Ordinary Resolution.

All the non – executive directors along with their relatives are deemed to be concerned or interested, financially or otherwise, in this resolution to the extent of the remuneration or fees that may be received by them.

As required in terms of regulation 36(3) of SEBI (LODR) Regulations 2015 and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’), the details of the Director who is proposed to re-appoint furnished below:

below:
Name of Director	Mr. T. R. Kilachand
Director Identfcaton Number	00006659
Age	88years
Date of First appointment on the Board	19.08.1986
Qualifcaton	B.A. from Cambridge University in History and Law. M.B.A. in Business Administraton from Harvard Business School.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

POLYCHEM LIMITE	D SIXTY-EIGHTH ANNUAL REPORT
Name of Director	Mr. T. R. Kilachand
Expertse	He was the Managing Director of the Company from 19thAugust, 1986 and Chairman & Managing Director from 1stFebruary, 1995. He was the Executve Chairman from 27thJuly, 2012 to 17thMay, 2016. He has over 50 years of experience in industry, management, implementaton of projects etc. He has been associated with various Chambers of Commerce and was the President of Indian Merchants’ Chamber. He has been associated with various charitable trusts and is Director/Chairman of several Companies.
Fulfllment of Skill and Capabilites for Role (for Independent Directors)	N.A
Terms and Conditons of Re-appointment	Liable to retre by rotaton as per secton 152(6) of Companies Act, 2013
Details of remuneraton last drawn(FY 2024-25)	Please refer “Details of Remuneraton to all Directors” in Corporate Governance Report.
Details of remuneraton sought to bepaid	Sitng fees will be paid to Mr. T. R. Kilachand and commission as approved by the Board.
Other Directorship and Commitee Membership as on 31st March, 2025 in listed entty	Directorship: Gujarat Poly Electronics Ltd –Executve Chairman Commitee Membership: A. Member 1. Audit Commitee 2. Stakeholder RelatonshipCommitee
Listed enttes from which the Director has resigned from directorship in last three (3) years:	None
No. of Board Meetngs atended during FY 2024-25	5
No. of Equity Shares held	1,938
Relatonship with other Directors	Mr. Parthiv T. Kilachand, Managing Director of the Company and Mr. Nandish T. Kilachand, Director of the Companyare the sons of Mr. Tanil R. 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, 2025.

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POLYCHEM LIMITED

SIXTY - EIGHTH ANNUAL REPORT

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

1. The remote e-voting period begins on Friday, 8[th] August, 2025, at 09:00 A.M. and ends on Monday, 11[th] August, 2025 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. 5[th] August, 2025, 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 5[th] August, 2025.

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 LI	MITED SIXTY-EIGHTH 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. 1800-21-09911

• 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?

• 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.

• 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, 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 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 .

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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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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/ within 2 working days of conclusion of the AGM. The Company shall simultaneously forward the results to BSE, where the shares of the Company are listed.

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