Polychem Ltd — Proxy Solicitation & Information Statement 2026

Feb 16, 2026

POLYCHEM LIMITED

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CIN: L24100MH1955PLC009663

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

To 16.02.2026

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

Company Code: 506605

Dear Sir,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015

This is in furtherance to our Letter dated February 09, 2026 and pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice (‘the Notice’) together with the Explanatory Statement thereto, seeking approval of the shareholders of the Company by way of Special Resolution through remote electronic voting process (‘remote e-voting’) for

1. Re-Appointment of Mr. Parthiv T. Kilachand (DIN: 00005516) as Managing Director of the Company for the term of 3 years w.e.f. 1[st] April, 2026; and

In compliance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the Notice is being sent only through electronic mode to those shareholders whose e-mail addresses are registered with the Company or its Registrar & Transfer Agent / Depositories / Depository Participants and whose names appear in the Register of Members maintained by the Company or its Registrar & Transfer Agent or Depositories as at the close of business hours on Thursday, February 12, 2026 ( ‘the Cut-off date’ ). Shareholders whose names appeared in the Register of Members as on the Cut-off date shall be eligible for the purpose of remote e-voting.

POLYCHEM LIMITED

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CIN: L24100MH1955PLC009663

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

The Company has engaged the services of National Securities Depository Limited ("NSDL"), for the purpose of providing remote e-voting facility to its members. The remote e-voting shall commence on Tuesday, February 17, 2026 at 9:00 A.M. (IST) and shall end on Wednesday, March 18, 2026 at 5:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL thereafter.

The Postal Ballot Notice will also be available on the Company’s website at www.polychemltd.com and on the website of NSDL at www.evoting.nsdl.com

Kindly take the above on record.

Thanking you,

Yours faithfully,

For POLYCHEM LIMITED.,

DEEPALIBEN Digitally signed by DEEPALIBEN VISHAL VISHAL CHAUHAN Date: 2026.02.16 CHAUHAN 15:12:21 +05'30' (DEEPALI V. CHAUHAN) COMPANY SECRETARY AND COMPLIANCE OFFICER Mem No. A38273

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POLYCHEM LIMITED

CIN: L24100MH1955PLC009663

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

POSTAL BALLOT NOTICE

[Pursuant to Sec�on 110 of the Companies Act, 2013 read with the Companies (Management and Administra�on) Rules, 2014]

VOTING STARTS ON	VOTING ENDS ON
Tuesday, 17th February, 2026 at 9.00 a.m. (IST)	Wednesday, 18th March, 2026 at 5.00 p.m. (IST)

Dear Member(s)

No�ce is hereby given pursuant to Sec�ons 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”) read with Rules 20 and 22 of the Companies (Management & Administra�on) Rules, 2014, General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 10/2021 dated 23rd June 2021, 03/2022 dated 5th May 2022, 11/2022 dated 28th December 2022, 09/2023 dated 25th September 2023, 09/2024 dated 19th September, 2024 and latest being 03/2025 dated 22nd September 2025 & other relevant circulars and no�fica�ons issued by the Ministry of Corporate Affairs (hereina�er collec�vely referred to as “the MCA Circulars”), Secretarial Standard- 2 on General Mee�ngs (“SS-2”) issued by The Ins�tute of Company Secretaries of India, Regula�on 44 of SEBI (LODR) Regula�ons, 2015 (Lis�ng Regula�ons) read with other applicable provisions of the Act, rules, regula�ons, circulars and no�fica�ons (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force), seeking approval of the members of Polychem Limited on the following special business by way of special resolu�on by means of Postal Ballot through remote e-vo�ng.

In compliance with the MCA Circulars and pursuant to other applicable laws and Regula�ons, this Postal Ballot No�ce (“No�ce”) is being sent only in electronic form to those Members whose e-mail addresses are registered with the Company / Depository Par�cipants / MUFG In�me India Private Limited, Registrar and Share Transfer Agent of the Company(“RTA”), to enable them to cast their votes electronically. Accordingly, physical copy of the No�ce along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The instruc�ons for remote e-vo�ng are appended to this No�ce.

Pursuant to Sec�on 102 of the Companies Act, 2013, the explanatory statement pertaining to the said resolu�on se�ng out the material facts and the reasons thereof is annexed to this Postal Ballot No�ce.

The No�ce is also placed on the website of the Company at www.polychemltd.com and on the website of Na�onal Securi�es Depository Limited (“NSDL”) at www.evo�ng.nsdl.com. The No�ce can also be accessed from the website of the Bombay Stock Exchange at www.bseindia.com.

The e-vo�ng period commences on Tuesday, 17th February, 2026 at 09:00 A.M. and ends on Wednesday 18th March, 2026 at 05:00 P.M. E-Vo�ng module will be blocked by NSDL a�er 05:00 P.M. on Wednesday 18th March, 2026 and vo�ng shall not be allowed beyond the said date and �me. Please read carefully and follow the instruc�ons as given in this No�ce for e-vo�ng purpose.

The Board of Directors of the Company has appointed Ms. Ragini Chokshi of Ragini Chokshi & Co., Prac�cing Company Secretary (CP 1436), as Scru�nizer for conduc�ng the Postal Ballot process in a fair and transparent manner.

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The Scru�nizer will submit their report to the Chairman of the Company or in his absence, any person authorized by him upon comple�on of the scru�ny of the votes cast through remote e-vo�ng. The results of the Postal Ballot shall be announced within 2 (two) working days from the last date of e-vo�ng.

The results declared along with Scru�nizer's Report shall be placed on the Company's website www.polychemltd.com and on the website of NSDL www.evo�ng.nsdl.com immediately. The Company shall simultaneously forward the results to BSE, where the shares of the Company are listed.

SPECIAL BUSINESS:

1. Re-appointment of Mr. Parthiv T Kilachand as a Managing Director for a period of 3 years w.e.f 1st April 2026 :

To consider and if thought fit, to pass with or without modifica�on(s), the following resolu�on as Special Resolu�on:

“RESOLVED THAT in supersession of the Resolu�on passed by the members of the Company at the 66th Annual General Mee�ng held on 29th August 2023 and pursuant to the provisions of Sec�ons 196, 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment & Remunera�on of Managerial Personnel) Rules, 2014, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. P. T. Kilachand (DIN 00005516), as Managing Director of the Company, for a period of three years with effect from 1st April, 2026, upon the terms and condi�ons, including remunera�on as set out in the explanatory statement annexed to the No�ce convening this Mee�ng, with liberty to the Board of Directors (hereina�er referred to as “the Board” which term shall be deemed to include the Commi�ee of the Board) to alter and vary the terms and condi�ons of the said reappointment and / or remunera�on as it may deem fit and as may be acceptable to Mr. P. T. Kilachand, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modifica�on(s) or re-enactment thereof.”

“RESOLVED FURTHER THAT the remunera�on men�oned in Explanatory statement would nevertheless be paid and allowed to Mr. P. T. Kilachand as the minimum remunera�on, within the overall ceiling limits specified in Schedule V to the Companies Act, 2013 or any amendments thereto from �me to �me, notwithstanding that in any financial year of the Company during the tenure of office of Mr. P. T. Kilachand, the Company might have made no profits or its profits might be inadequate.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and wri�ngs as may be required to give effect to the aforesaid resolu�on.”

By Order of the Board of Directors

DEEPALI V. CHAUHAN

Company Secretary & Compliance Officer ACS No. 38273

Registered Office:

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

Mumbai, 9th February, 2026

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Notes:

1. An Explanatory Statement se�ng out all the material facts concerning the proposed business and reasons thereof pursuant to Sec�on 102 and 110 of the Act are annexed to this No�ce.

2. In compliance with the MCA Circulars, the No�ce is being sent by electronic mode only to those Members whose names appear in the Register of Members and whose e-mail IDs are registered with the Company/ Depositories as on the cut-off date i.e., Thursday, 12th February, 2026.

3. This No�ce is also available on the Company's website i.e. www.polychemltd.com, on the website of stock exchange i.e. www.bseindia.com and on the website of NSDL at www.evo�ng.nsdl.com.

4. In compliance with the provisions of Sec�ons 108 and 110 of the Act, read with the Rules, the MCA Circulars and Regula�on 44 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 ('Lis�ng Regula�ons'), the Company is offering facility of remote e-vo�ng to all the Members to enable them to cast their votes electronically only. For the purpose of remote e-vo�ng, the Company has engaged the services of Na�onal Securi�es Depository Limited ('NSDL').

5. The remote e-vo�ng shall commence on Tuesday, 17th February, 2026 at 09:00 A.M. and ends on Wednesday 18th March, 2026 at 05:00 P.M. (IST). The remote e-vo�ng module shall be disabled by NSDL therea�er and vo�ng shall not be allowed beyond 05:00 p.m. (IST) Wednesday 18th March, 2026. Members are requested to cast their votes on or before the said date and �me in order to consider the votes as valid. During this period, Members of the Company holding shares either in physical or electronic form, as on the Cut-Off date, i.e., Thursday, 12th February, 2026, shall be eligible to cast their vote electronically.

6. Once the vote on the Resolu�on is cast by the Members, the Members shall not be allowed to change it subsequently.

7. The Resolu�on as stated in the No�ce, if approved by the Members with requisite majority through the Postal Ballot remote e-vo�ng shall be deemed to have been passed as on the last date for remote e-vo�ng i.e., Wednesday 18th March, 2026.

8. The Company has appointed Ms. Ragini Chokshi of Ragini Chokshi & Co., Prac�cing Company Secretary (CP 1436), as Scru�nizer for conduc�ng the Postal Ballot process in a fair and transparent manner.

9. The Scru�nizer will submit their report to the Chairman of the Company or in his absence, any person authorized by him upon comple�on of the scru�ny of the votes cast through remote e-vo�ng. The results of the Postal Ballot shall be announced within 2 (two) working days from the last date of e-vo�ng.

10. The results declared along with Scru�nizer's Report shall be placed on the Company's website www.polychemltd.com and on the website of NSDL www.evo�ng.nsdl.com immediately. The Company shall simultaneously forward the results to BSE, where the shares of the Company are listed.

11. The documents referred to in the accompanying Explanatory Statement is available for inspec�on at the Registered Office of the Company between 17th February, 2026, 09:00 A.M. �ll the last date for e-vo�ng i.e., 18th March, 2026, 05:00 P.M.

12. E-Vo�ng Instruc�ons for Remote E-Vo�ng:

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below: Step 1: Access to NSDL e-Vo�ng system

Step 2: Cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system.

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Step 1: Access to NSDL e-Vo�ng system

A) Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode

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

Login method for Individual shareholders holding securi�es in demat mode is given below:

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Type of shareholders Login Method
Individual If the user is registered for NSDL IDeAS facility:
Shareholders
holding securi�es 1. Exis�ng IDeAS user can visit the e-Services website of NSDL Viz.
in demat mode h�ps://eservices.nsdl.com either on a Personal Computer or on a mobile.
with NSDL. 2. On the e-Services home page click on the “Beneficial Owner” icon under “Login”
which is available under 'IDeAS' sec�on.
3. This will prompt you to enter your exis�ng User ID and Password.
4. A�er successful authen�ca�on, you will be able to see e-Vo�ng services under
Value added services. Click on “Access to e-Vo�ng” under e-Vo�ng services and
you will be able to see e-Vo�ng page.
5. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be re-
directed to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-
Vo�ng period.
_____________
If the user is not registered for NSDL IDeAS facility:
If you are not registered for IDeAS e-Services, op�on to register is available at
h�ps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Vo�ng directly through the NSDL portal:
1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following
URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a
mobile.
2. Once the home page of e-Vo�ng system is launched, click on the icon “Login”
which is available under 'Shareholder/Member' sec�on.
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 Verifica�on Code as shown on the screen.
A�er successful authen�ca�on, you will be redirected to NSDL Depository site
wherein you can see e-Vo�ng page.
Click on company name or e-Vo�ng service provider i.e. NSDL and you will be
redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-
Vo�ng period.
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Type of shareholders Login Method
Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code men�oned below for seamless vo�ng experience.
Individual 1. Exis�ng users who have opted for Easi / Easiest, they can login through their user
Shareholders id and password. Op�on will be made available to reach e-Vo�ng page without
holding securi�es any further authen�ca�on. The URL for users to login to Easi / Easiest are
in demat mode
www.cdslindia.com and click on login icon and New System Myeasi Tab and then
with CDSL
use your exis�ng my easi username & password.
2. A�er successful login of Easi/Easiest the user will be also able to see the E Vo�ng
Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, op�on to register is available at
www.cdslindia.com and click on login and New System Myeasi Tab and then click
on registra�on op�on.
4. Alterna�vely, the user can directly access e-Vo�ng page by providing demat
Account Number and PAN from a link in www.cdslindia.com home page. The
system will authen�cate the user by sending OTP on registered Mobile & Email as
recorded in the demat Account. A�er successful authen�ca�on, user will be
provided links for the respec�ve ESP i.e. NSDL where the e-Vo�ng is in progress.
Individual 1. You can also login using the login creden�als of your demat account through your
Shareholders Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility.
(holding securi�es
in demat mode) 2. Once logged-in, you will be able to see e-Vo�ng op�on. Click on e-Vo�ng op�on,
login through you will be redirected to NSDL/CDSL Depository site a�er successful
their depository
authen�ca�on, wherein you can see e-Vo�ng feature.
par�cipants
3. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be
redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-
Vo�ng period.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at respec�ve websites.

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

Login type	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.com or call at 022 – 48867000
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�ng@cdslindia.com or contact at toll free No. 1800-21- 09911

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• B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under 'Shareholder/Member' sec�on.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng 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	Your User ID is:
i.e. Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID For example if your
demat account with NSDL.	DP ID is IN300 and Client ID is 12*** then your user
	ID is IN30012***.
b) For Members who hold shares in	16 Digit Benefciary ID
demat account with CDSL.	For example if your Benefciary ID is 12**
	then your user ID is 12**
c) For Members holding shares in	EVEN Number followed by Folio Number registered with the company
Physical Form..	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-Vo�ng, then you can use your exis�ng password to login and cast your vote.

3. b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the 'ini�al password' which was communicated to you. Once you retrieve your 'ini�al password', you need to enter the 'ini�al password' and the system will force you to change your password.

4. c) How to retrieve your 'ini�al password'?

   • (i) If your email ID is registered in your demat account or with the company, your 'ini�al 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 a�achment 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 'ini�al password'.

   • (ii) If your email ID is not registered, please follow steps men�oned 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 “Ini�al password” or have forgo�en your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

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

4. c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.com men�oning 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 cas�ng the votes on the e- Vo�ng system of NSDL.

6. A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

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

8. A�er you click on the “Login” bu�on, Home page of e-Vo�ng will open.

Step 2: Cast your vote electronically on NSDL e-Vo�ng system.

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle is in ac�ve status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period”.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens.

4. Cast your vote by selec�ng appropriate op�ons 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 confirma�on, 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 op�on on the confirma�on page.

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

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to mail@csraginichokshi.com with a copy marked to evo�ng@nsdl.com Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on "Upload Board Resolu�on / Authority Le�er" displayed under "eVo�ng" 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 confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, you will need to go through the “Forgot User

3. Details/Password?” or “Physical User Reset Password?” op�on available on www.evo�ng.nsdl.com to reset the password.

4. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e- vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call at 022 – 48867000 or send a request to Mr. Sanjeev Yadav (NSDL Official) at evo�ng@nsdl.com

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested 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 a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to polychemltd@kilachand.com.

3. If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode.

4. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.com for procuring user id and password for e-vo�ng by providing above men�oned documents.

5. In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

Informa�on at a glance:

Par�culars	Notes
Cut-of Date to determine eligible members to vote on the resolu�on	Thursday, 12th February, 2026
Vo�ng start �me and date	Tuesday, 17th February, 2026 at 09:00 A.M.
Vo�ng end �me and date	Wednesday, 18th March, 2026 at 05:00 P.M.
Date on which the resolu�on is deemed to be passed	Wednesday, 18th March, 2026
Name, address and contact details of Registrar and Share Transfer Agent.	MUFG In�me India Private Limited C 101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400 083. Telephone : +91 8108116767 Email : investor.helpdesk@in.mpms.mufg.com Website : www.in.mpms.mufg.com
Name and contact details of e-vo�ng service provider	Mr. Sanjeev Yadav, Asst. Manager, (NSDL) Na�onal Securi�es Depository Limited 022 48867000
NSDL e-vo�ng website address	evo�ng@nsdl.com

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EXPLANATORY STATEMENT

Pursuant to Sec�ons 102 (1) and 110 of the Companies Act, 2013 (the “Act”)

The following Explanatory Statement sets out all material facts rela�ng to the business men�oned under Resolu�on 1 of the accompanying No�ce along with the disclosures as required under Regula�on 36 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) and the Secretarial Standards on General Mee�ngs:

Item No. 1

Re-Appointment of Mr. Parthiv T. Kilachand (DIN 00005516) as a Managing Director for a period of 3 years w.e.f 1st April 2026 .

Mr. P. T. Kilachand was appointed as an Addi�onal Director with effect from 3rd December, 1996 and as a Whole�me Director from �me to �me. He was then appointed as Managing Director with effect from 27th July, 2012 and re-appointed several �mes since then. In accordance with the condi�ons specified in Schedule V of the Act, the Board at its mee�ng held on 9th February, 2026, re-appointed Mr. P. T. Kilachand as Managing Director for a period of 3 years from 1st April, 2026, superseding the earlier resolu�on passed by the Company in this connec�on. This re-appointment is subject to the approval of the members through this Postal Ballot.

The main terms of re-appointment of Mr. P. T. Kilachand as Managing Director is placed before the mee�ng, are as follows:

I. SALARY:

• (A) In any financial year, if the Company has sufficient Net Profit (calculated as per sec�on 198 of the Act):

Salary of any amount upto 5% of the Net Profit of the Company as may be decided by the Board based on performance of the Company, inclusive for each financial year or part thereof computed in the manner as laid down under sec�on 198 of the Companies Act, 2013;

OR

• (B) In case, the Company has no profits or its profits are inadequate:

Salary upto Rs. 12,50,000/- per month or Rs. 1,50,00,000/- per annum (or any higher limit as may be revised from �me to �me under the Act) as may be decided by the Board inclusive of the following Perquisites as Minimum Remunera�on as per Schedule V.

II. PERQUISITES:

Mr. P. T. Kilachand shall be en�tled to House Rent Allowance not exceeding 60% of the salary, cost of repairs, maintenance of residen�al accommoda�on, society charges, gas, electricity, hospitaliza�on, medical expenses for self and family, leave travel concession for self and family, club fees, personal accident insurance, Company maintained car, including driver's salary, telephone, mobile, internet and other communica�on facili�es at Managing Director's residence and such other perquisites in accordance with the Company's rules, the monetary value of such perquisites to be determined in accordance with the Income Tax Rules within the ceiling limits payable to Mr. P. T. Kilachand, subject however to the limit of overall Minimum Remunera�on as prescribed under Schedule V.

Mr. P. T. Kilachand shall further be eligible to the following perquisites also which shall not be included in the computa�on of the ceiling limit on remunera�on by way of salary, perquisites, allowances etc., in the event of the Company having no profits or its profits are inadequate:

• i. The Company's contribu�on to Provident Fund, Superannua�on Fund or Annuity Fund to the extent is not taxable under the Income Tax Act;

• ii. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service; and

• iii. Encashment of leave at the end of the tenure.

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Mr. P. T. Kilachand shall be en�tled to reimbursement of expenses actually and properly incurred by him for the business of the Company.

The above remunera�on in terms of Salary and perquisites payable to him is subject to the limits of 5% and 10% of the Net Profits of the Company, as the case may be as laid down in Sec�on 197 of the Companies Act, 2013 and the overall limit of 11% on the Net Profits of the Company as laid down in Sec�on 197 of the said Act.

The valua�on of perquisites will be as per the Income Tax Rules, 1962, in cases where the same is otherwise not possible to be valued.

In the event of having any loss, absence or inadequacy of profits in any financial year, during the terms of office of Mr. P. T. Kilachand the remunera�on payable to him by way of salary, allowances and perquisites shall not exceed the limits prescribed under the Companies Act, 2013, read with Schedule V or any amendment, modifica�on, varia�on or re-enactment thereof.”

Addi�onal informa�on, pursuant to Regula�on 36(3)(a) of the LODR Regula�ons, 2015 and Secretarial Standard - 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India ('ICSI'), in respect of the directors seeking appointment / reappointment at the General Mee�ng are provided on page 11.

This may be treated as an abstract of the terms and condi�ons, governing the appointment and remunera�on of the Managing Director, pursuant to Sec�on 109 of the Companies Act, 2013. A Statement as required under sec�on II, Part II of the Schedule V to the Companies Act, 2013 with reference to Resolu�on No. 1 is annexed hereto and marked as Annexure A.

The Company has received the following documents from him:

1. Consent in wri�ng to act as Director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualifica�on of Directors) Rules, 2014 ('Appointment Rules').

2. In�ma�on in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under Sec�on 164(1) and (2) of the Act.

3. Form MBP-1 for disclosure of interest in other en��es pursuant to Sec�on 184 of the Act.

4. Confirma�on that he is not debarred from holding the office of a Director by virtue of any Order passed by the SEBI or any other such authority.

The remunera�on is approved by the Nomina�on and Remunera�on Commi�ee at its mee�ng held on 9th February, 2026.

The Board of Directors recommends the resolu�on for approval of the members by way of a Special Resolu�on.

None of the Directors or Key Managerial Personnel of the Company, except Mr. T. R. Kilachand, Mr. N. T. Kilachand and Mr. P. T. Kilachand are in any way, concerned or interested, directly or indirectly, financially or otherwise, in the proposed Resolu�on except to the extent of their Shareholding, if any, in the Company.

By Order of the Board of Directors

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

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

Mumbai, 9th February, 2026

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As required in terms of regula�on 36(3) of SEBI (LODR) Regula�ons 2015 and Secretarial Standard - 2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India ('ICSI'), the details of the Director who is proposed to appoint /re-appoint furnished below:

to appoint /re-appoint furnished below:
Name of Director	Mr. Parthiv T. Kilachand (Item No. 1)
Director Iden�fca�on Number	00005516
Age	59 years
Date of First appointment on the Board	03.12.1996
Qualifca�on	Sc.B."Electrical Engineering " & B.A."Engineering & Economics" from Brown University, U.S.A.
Exper�se	Project Ofcer in Polychem Limited from 1st November, 1988, then as Project Execu�ve from 1st October, 1990 and as Execu�ve Assistant to the Managing Director from 2nd July, 1993. He has been ac�vely involved and looking a�er all aspects of various ac�vi�es of the Company. He was appointed as a Director from December 1996 to 31st March, 1997. From 1st April, 1997 he was appointed as a Whole-�me Director. His designa�on has been changed from Whole-�me Director to Managing Director with efect from 27th July, 2012 since then he was re-appointed several �mes.
Fulfllment of Skills and Capabili�es for Role	Complied with the requirements
Terms and Condi�ons of Appointment / Re-appointment	As men�oned in explanatory statement
Details of remunera�on last drawn (FY 2024-25)	Rs 57.55/- Lakhs excluding superannua�on fund and provident fund
Details of remunera�on sought to be paid	As men�oned in explanatory statement of item 1 of this no�ce
Other Directorship and Commi�ee Membership as on 31 st March, 2025 in listed en�ty	Directorship: Gujarat Poly Electronics Limited Commi�ee Membership / Chairmanship: 1. Nomina�on Remunera�on Commi�ee - Member 2. Stakeholder Rela�onship Commi�ee - Chairman
Listed en��es from which the Director has resigned from directorship in last three (3) years:	None
No. of Board Mee�ngs a�ended during FY 2024-25	5
No. of Equity Shares held	34,127
Rela�onship with other Directors	Mr. Tanil R. Kilachand, Chairman of the Company is the father and Mr. Nandish T. Kilachand, Director of the Company is the brother of Mr Parthiv T. Kilachand

By Order of the Board of Directors

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

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

Mumbai, 9th February, 2026

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Annexure A

Statement as required under Sec�on II, Part II of the Schedule V to the Companies Act, 2013 with reference to the Resolu�on No. 1 are as follows:

I. General Informa�on:

• (1) Nature of Industry : Manufacturers of Specialty Chemicals & Property Development

(2) Date or expected date of commencement of Commercial produc�on :

• Exis�ng Company already commenced commercial produc�on since 1956.

• (3) In case of new Companies, expected date of commencement of ac�vi�es as per project approved by financial ins�tu�ons appearing in the prospectus:

Exis�ng Company, Not applicable

(4) Financial Performance based on given Indicators: (Rs in lakhs)	(4) Financial Performance based on given Indicators: (Rs in lakhs)	(4) Financial Performance based on given Indicators: (Rs in lakhs)	(4) Financial Performance based on given Indicators: (Rs in lakhs)	(4) Financial Performance based on given Indicators: (Rs in lakhs)
Sr. No	**Par�culars **	For the year ended 31.03.2025	For the year ended 31.03.2024	For the year ended 31.03.2023
1.	Sales Turnover	2,381.43	3,686.79	3,521.88
2.	Proft/(Loss) before Tax	394.16	770.80	460.06
3.	Current Tax	65.76	171.67	89.60
4.	Deferred Tax	(8.36)	(4.57)	(1.68)
5.	Proft a�er Tax	336.76	603.70	372.14

(5) Foreign Investments or Collabora�ons, if any: NIL.

II. Informa�on about the Appointees

(1) Background details :

• Mr. P. T. Kilachand (DIN 00005516) is a Bachelor of Science in “Electrical Engineering” and B.A. “Engineering & Economics” from Brown University. He has been associated with the Company since 1988 under various designa�on and has vast experience in Marke�ng and Management.

(2) Past Remunera�on :

• Mr. P. T. Kilachand has been paid Rs 57.55 lakhs excluding superannua�on fund and provident fund for the year ended 31st March, 2025.

(3) Recogni�on or awards :

None

(4) Job profile and suitability :

Mr. P. T. Kilachand started as a project officer in the Company in November 1988, Therea�er, he has been ac�vely involved and looking a�er all aspects of the various ac�vi�es of the Company since April 1997 under the designa�on of Director. He has wide experience in Management, Marke�ng and Nego�a�on with varied authori�es.

(5) Remunera�on Proposed :

As stated in the Resolu�on proposed in the no�ce at Item No. 1 .

• (6) Compara�ve remunera�on profile with respect to industry, size of the company, profile of the posi�on and person (in case of expatriates the relevant details would be with respect to the country of his origin) :

The Remunera�on proposed for Mr. P. T. Kilachand is similar to that drawn by the peers in the similar capacity in the similar industry.

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(7) Pecuniary rela�onship directly or indirectly with the company, or rela�onship with the managerial personnel, if any :

Mr. P. T. Kilachand is a Managing Director and Promoter of the Company, holding directly and indirectly through promoter and promoter group, 2,10,469 Equity shares of Rs 10/- each which cons�tute 52.09% of the paid up capital of the Company as on 31st March, 2025. Mr. T. R. Kilachand, Chairman and Promoter of the Company, is father of Mr. P. T. Kilachand. Mr. N. T. Kilachand, NonExecu�ve Director and Promoter of the Company, is brother of Mr. P.T. Kilachand. Other than these and remunera�on paid to him, there is no pecuniary rela�onship of Mr. P. T. Kilachand, directly or indirectly with company or with its managerial personnel.

III. Other Informa�on:

(1) Reasons of loss or inadequacy profits:

N.A

(2) Steps taken or proposed to be taken for improvement:

N.A

(3) Expected Increase in produc�vity and profits in measurable terms:

N.A

By Order of the Board of Directors

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

Registered Office:

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

Mumbai, 9th February, 2026

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