Polychem Ltd — Proxy Solicitation & Information Statement 2025

Aug 8, 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 Date: 8[th] August, 2025 Head Listing Compliance Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001.

Dear Sir/Ma'am,

Subject: Notice of Extra ordinary General Meeting of the Company

Company Code – 506605

In pursuance to regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in furtherance to our letter dated 29[th] July, 2025, we wish to inform you that the Extra-ordinary General Meeting of the Company will be held on Monday, 1[st] September, 2025 at 10.30 a.m. through Video conference/ OAVM.

Accordingly, we are sending herewith a copy of Notice of Extra Ordinary 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 is also available on the website of the Company i.e. www.polychemltd.com.

Kindly take the above on record.

Yours faithfully,

For Polychem Limited

DEEPALIBEN Digitally signed by DEEPALIBEN VISHAL VISHAL CHAUHAN CHAUHAN Date: 2025.08.08 11:36:29 +05'30'

DEEPALI V. CHAUHAN

Company Secretary& Compliance Officer ACS No. 38273

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POLYCHEM LIMITED

CIN: L24100MH1955PLC009663

Regd Office: 7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai 400020 Ph: 022 - 2282 0048, E-mail: polychemltd@kilachand.com, Website: www.polychemltd.com

Notice of Extra Ordinary General Meeting

To all the Members, Polychem Limited

Notice is hereby given that the Extra Ordinary General Meeting of the Members of Polychem Limited will be held on Monday, 1[st] September, 2025 at 10.30 a.m. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to transact the following business:

SPECIAL BUSINESS:

1. TO APPROVE THE DISPOSAL (THROUGH ASSIGNMENT / SALE) OF GUJARAT POLY ELECTRONICS LIMITED’S (“GPEL”) (I.E., MATERIAL SUBSIDIARY OF THE COMPANY) LAND ALONG WITH THE BUILDING CONSTRUCTED THEREON, SITUATED AT PLOT NO. B-18, GANDHINAGAR ELECTRONIC ESTATE, PURSUANT TO REGULATION 24(6) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, (“LODR”)

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

“ RESOLVED THAT pursuant to Regulation 24(6) of LODR and pursuant to applicable provisions of the Companies Act, 2013 (“ Act ”), if any, and the rules framed under the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and any other applicable law for the time being in force, the Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions as may be deemed necessary, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall include any Committee constituted by the Board or any person(s) authorised by the Board of the Company to exercise the powers conferred on the Board of the Company by this resolution) and the board of the material subsidiary of the Company, Gujarat Poly Electronics Limited (“ GPEL ”), to divest by way of sale, transfer, lease, assignment and/ or other contractual arrangements, more than 20% of the assets of GPEL, present or future, including as mentioned in the Explanatory Statement to the notice, by GPEL, during a financial year, in favour of potential investors / buyers through various modes, in one or more tranches, on such terms and conditions (including timing, manner and extent) as the board of GPEL, may in its absolute discretion decide or deem fit in the best interest of the Company and/ or GPEL.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board and/or the board of GPEL, be and are hereby authorized to do all things and to take all incidental and necessary steps for and on behalf of the Company and/or GPEL, and to take from time to time all decisions and steps necessary, expedient or proper, with respect to implementation of the above mentioned resolution (including finalizing, settling, negotiating, executing and amending of, such documents/ writings/ deeds/ papers/ agreements as may be necessary or incidental thereto, including assignment/ conveyance/ transfer documents, contracts, agreements and to seek their registration thereof with the concerned authorities, filing intimations with and/or obtaining approvals/ consents with the concerned regulatory/ statutory authorities, etc.), and also to take all other actions and decisions as it/they may, in its/their absolute discretion, deem appropriate and to deal with all questions or difficulties that may arise in the course of implementing the above resolution.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors or to any Director or Officer(s) or Authorized Representative(s) of the Company in order to give effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.

RESOLVED FURTHER THAT each director of the Company be and is hereby authorized to certify a copy of this resolution and issue the same to all concerned parties.”

Registered Office:

7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai 400 020. By Order of the Board of Directors CIN: L24100MH1955PLC009663 For Polychem Limited Tel: 022 22820048 Email id: polychemltd@kilachand.com website: www.polychemltd.com DEEPALI V. CHAUHAN Date: 29[th] July, 2025 Company Secretary & Compliance Officer Place: Mumbai ACS No.: 38273

NOTES:

• a) An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to Special Business to be transacted at the meeting, is annexed hereto.

• b) The Ministry of Corporate Affairs, Government of India (“MCA”) vide its General Circular No. 09/2024 dated September 19, 2024 and other circulars issued in this respect (“MCA Circulars”) allowed, interalia, conduct of EGMs through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility on or before September 30, 2025 in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No.20/2020. The Securities and Exchange Board of India (“SEBI”) also vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (“SEBI Circular”) has provided certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In compliance with these Circulars, provisions of the Act and the Listing Regulations, the EGM of the Company is being held through VC/OAVM. The detailed procedure for participating in the EGM through VC/ OAVM is annexed herewith and also available at the Company’s website www.polychemltd.com.

• c) Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM 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 EGM is being held pursuant to the Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

• d) Members attending the EGM through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Act.

• e) The Members can join the EGM 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 in the Notice. The facility of participation at the EGM 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 EGM without restriction on account of first come first served basis.

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• f) In accordance with the aforesaid Circulars, the Notice of the EGM is being sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories as of 1st cut-off date i.e. Friday, 1[st] August, 2025. Members may note that the Notice of EGM will also be available on the Company’s website www.polychemltd.com; website of the Stock Exchange BSE Limited at www.bseindia.com respectively.

• g) Members who have not registered or updated their email id so far are requested to register or update the same to receive the Notice of meeting electronically, as per the following procedure: -

• For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self-attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement,AADHAR) supporting the registered address of the Member, by email to the Company’s email address polychemltd@kilachand.com

• For Members holding shares in demat form, please update your email address through your respective Depository Participant/s (DP).

• h) Corporate members intending to send their authorized representative to attend the EGM through VC/ 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@csraginichokshi.com with a copy marked to evotng@nsdl.com and www.polychemltd.com, authorizing their representative to attend and vote on their behalf at the EGM. ]

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

• j) Members holding shares in electronic form are requested to intimate immediately any change in their address 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 address immediately to the Company or its Registrar & Share Transfer Agents.

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

I) Process and manner for Members opting for voting through Electronic means:

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Secretarial Standard on General Meetings (“SS2”) issued by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of the SEBI Listing Regulations read with MCA Circulars, the Company is providing remote e-voting facility to its Members in respect of the business to be transacted at the EGM and facility for those Members participating in the EGM to cast vote through e-voting system during the EGM. The Company has engaged the services National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to enable the Members to cast their votes electronically.

2. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the 2[nd] cut-off date i.e. Monday, 25[th] August, 2025, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the day of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

3. A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the EGM and prior to the 2[nd] cut-off date i.e. Monday, 25[th] August, 2025, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the day of the EGM by following the procedure mentioned in this part.

4. The remote e-voting period will commence on Friday, 29[th] August, 2025 at 09:00 a.m. (IST) and end on Sunday, 31[st] August, 2025 at 05:00 p.m. (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the 2[nd] cut-off date i.e. Monday, 25[th] August, 2025 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.

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1. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

2. The voting right of the Members shall be in proportion to their share in the paid up equity share capital of the Company as on the 2[nd] cut-off date i.e. Monday, 25[th] August, 2025.

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

4. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than two working days of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.

5. The Results will be declared within two working days from the conclusion of EGM. The results declared along with the Scrutinizer’s Report shall be uploaded on the website of the Company i.e. www.polychemltd.com and on the website of NSDL at www.evotng.nsdl.com and the same shall also be communicated to the stock exchange i.e. BSE Limited where the shares of the Company are listed.

E-VOTING INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING EXTRA ORDINARY GENERAL MEETING (EGM) ARE AS UNDER:

The remote e-voting period begins on Friday, 29[th] August, 2025 at 9:00 A.M. and ends on Sunday, 31[st] August, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e., 25[th] August, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 25[th] August, 2025.

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

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

Step 1: Access to NSDL e-Voting system

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

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

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

**Type of shareholders **	Login Method
Individual Shareholders holding securites in demat mode with NSDL.	1. ExistngIDeASuser can visit the e-Services website of NSDL Viz.htps://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’secton, this will prompt you to enter your existng User ID and Password. 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. 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. 2. 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 3. 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. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a 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. 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. 4. 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 arehtps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System My easi. 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 athtps://web.cdslindia. com/ myeasi/Registraton/EasiRegistraton. 4. Alternatvely, the user can directly access e-Votng page by providing demat Account Number and PAN No. 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 ESP i.e.,NSDLwhere the e-Votng is in progress.

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**Type of shareholders **

Login Method

Individual Shareholders (holding securites in demat mode) login through their depository partcipants

You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. upon logging 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. 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 & 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 above mentioned website.

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

Depository i.e., NSDL and CDSL.
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 atevotng@nsdl.comor 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 helpdeskevotng@cdslindia.comor 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?

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 htps://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:

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

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• 5 Password details for shareholders other than Individual shareholders are given below:

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

• 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.

• 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.

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

• 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.

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

• 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.

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

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

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

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

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

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

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

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

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

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

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

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

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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 on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to 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 email ids for e-voting for the resolution 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 (selfattested scanned copy of Aadhar Card) to polychemltd@kilachand.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e., Login method for .

e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

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

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

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF TH E EGM ARE AS UNDER:

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

2. Only those Members/ shareholders, who will be present in the EGM 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 EGM.

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

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 EGM shall be the same person mentioned for Remote e-voting.

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

1. Member will be provided with a facility to attend the EGM 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 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. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at polychemltd@kilachand.com at least four days in advance. Only those Members who have pre-registered themselves as a speaker will be allowed to ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

7. Members who need assistance before and during the meeting, can contact NSDL on evotng@nsdl.com +91 2248867000 or contact Mr. Sanjeev Yadav, Assistant Manager- NSDL at sanjeevy@nsdl.com.

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

Date: 29[th] July, 2025 Place: Mumbai

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POLYCHEM LIMITED

EXTRA ORDINARY GENERAL MEETING

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT UNDER REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement, as required under Section 102 of the Act, sets out the material facts relating to business mentioned in the accompanying Notice dated 29th July, 2025.

Item 1:

In accordance with Regulation 24(6) of the the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ LODR ”) , selling, disposing and leasing of assets amounting to more than 20% of the assets of a material subsidiary of the listed entity on an aggregate basis during a financial year requires prior approval of shareholders by way of a Special Resolution.

Material subsidiary means a subsidiary, whose turnover or net worth exceeds 20% (twenty per cent) of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Gujarat Poly Electronics Limited (“ GPEL ”), the material subsidiary of the Company owns leasehold rights to a plot of land situated at Plot No. B-18, Gandhinagar Electronic Estate, admeasuring 12,022.40 square metres (“ Land ”). A factory building (“ Building ”) is situated on part of the Land. (The Land and the Building are collectively referred to as “ Property ”).

Substantial portion of the Property is currently underutilised. The current operations being conducted from the Property can easily be conducted from a smaller premises. Maintaining the Property incurs significant ongoing costs, including maintenance, security, insurance, without generating corresponding revenue for GPEL.

The Property is proposed to be sold / assigned to a third party (“ Proposed Transaction ”). This proposal is intended to unlock value from GPEL’s surplus assets and is expected to lead to a substantial profit and also reduce ongoing maintenance and administrative expenses.

The Proposed Transaction is not expected to have any impact on business continuity (in GPEL’s existing business of dealing in electronic components), revenue or on the customers or suppliers of GPEL. Necessary arrangements have been made to ensure a smooth transition. GPEL will relocate its operations (currently conducted from the Building) to a smaller premises, which is adequate and efficient. GPEL’s management is satisfied that the Proposed Transaction, including the relocation to a smaller premises, will result in reduction of costs and shall not, in any way, adversely affect the business or operations of GPEL.

The proceeds from the Proposed Transaction are intended to be utilized by GPEL for general corporate purposes, including repayment of outstanding liabilities (including preference shares), and to meet GPEL’s strategic objectives, through investment in securities, potential development of new product lines, improvement of existing offerings or expansion into new markets or adjacent business segments, as may be suitably determined by the management.

GPEL’s management is of the view that, the current market conditions offer a favourable opportunity for disposing of the Property. Pursuant to the Proposed Transaction, GPEL intends to assign/ sell the leasehold rights of the Land and ownership rights over the Building, together with all rights, title, and interests appurtenant thereto, to Tirex Transmission Private Limited (“ Tirex ”), an unrelated buyer for a consideration of Rs. 29,00,00,000/- (Rupees Twenty-Nine Crore only).

GPEL is a material subsidiary of the Company, and accordingly, in terms of applicable legal and regulatory requirements, including Regulation 24(6) of the SEBI LODR, the prior approval of the Company is required for the proposed assignment of GPEL’s leasehold rights in the Property to Tirex (given that the Property constitutes a material asset, representing more than 20% of GPEL’s total assets).

The Board in its meeting on 29[th] July , 2025 has, subject to approval from members of the Company, approved the Proposed Transaction and the Directors recommended the Special Resolution as set out at item #1 of the accompanying notice for members’ approval. GPEL’s board of directors, in their meeting dated 29[th] July , 2025 have approved the Proposed Transaction. The assignment of leasehold rights of GPEL’s Property to Tirex is also subject to GPEL’s shareholders’ approval pursuant to Section 180 (1) of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 37A of the LODR.

None of the Directors, Key Managerial Personnel of the Company and/ or their relatives are concerned or interested, in any way, in the proposed 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 For Polychem Limited

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

Date: 29[th] July, 2025 Place: Mumbai

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POLYCHEM LIMITED

EXTRA ORDINARY GENERAL MEETING

EXTRA ORDINARY GENERAL MEETING INFORMATION AT A GLANCE

Sr. No	Partculars	Details
1.	Day, Date and Time of EGM	Monday, 1stSeptember, 2025 at 10.30 a.m.
2.	Mode	VC/ OAVM
3.	Partcipaton through Video Conferencing	Members can login from 10.00 a.m. (IST) on the date of EGM.
4.	Helpline Number for VC partcipaton	[Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evotng@nsdl.com or call at 022-48867000. 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 or Polychem Limited Contact No. to 022- 22820048.]
5.	Submission of Questons / Queries Before EGM	[Questons/queries shall be submited 4 days before the tme fxed for EGM i.e., by 10:30 A.M. (IST) i.e., on or before 27thAugust 2025, by email to Ms. Deepali V. Chauhan, Company Secretary atpolychemltd@kilachand.commentoning name, demat account no./folio number, email ID, mobile number, etc.]
6.	Speaker Registraton Before EGM	Members who would like to express their views/ask questons as a speaker at the Meetng may pre-register themselves by sending a request from their registered e-mail address mentoning their names, DP ID and Client ID/folio number, PAN and mobile number atpolychemltd@ kilachand.comat least 4 days in advance. Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questons during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of tme for the EGM.
7.	Cut-of date for e-votng	Monday, 25thAugust, 2025
8.	Remote E-votng start tme and date	Friday, 29thAugust, 2025 at 9.00 A.M. (IST)
9.	Remote E-votng end tme and date	Sunday, 31stAugust, 2025 at 5.00 P.M. (IST)
10.	Name, address and contact details of e-votng service Provider	Mr. Sanjeev Yadav, Assistant Manager, NSDL, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013. Contact no: 022-48867000 E-mail Id:evotng@nsdl.com
11.	Name, address and contact details of Registrar and Transfer Agent	Mr. Ganapat Haligouda (Senior Associate) MUFG Intme India Pvt. Ltd. C-101, 247 Park, LBS Marg, Vikhroli (West) Mumbai - 400083 (MH) Email:rnt.helpdesk@in.mpms.mufg.com Contact No.: 022-49186000
12.	E-mail Registraton & Contact Updaton Process	Demat shareholders: Contact respectve Depository Partcipant. Physical Shareholders: Contact Company’s Registrar and Transfer Agents, MUFG Intme India Private Limited by sending an email request atrnt.helpdesk@in.mpms.mufg.comalong with signed scanned copy of the request leter providing the e-mail address, mobile number, self-atested copy of the PAN card and copy of the Share Certfcate (both side).

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