Your Directors' present the Sixty Ninth Annual Report and Statement of Accounts for the year ended 31^st March, 2026.
FINANCIAL RESULTS (Rs in Lakhs

1. DIVIDEND:

For the year under review, the Directors propose to recommend a Dividend of Rs. 20/- per equity share of Rs 10/- each i.e.
200% (Rs 20/- i.e. 200% for the previous year) on the Equity shares of the Company aggregating to Rs. 80,80,900/-. The
dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY'S AFFAIRS:

During the year ended 31^st March, 2026, your Company has made a profit of Rs 1,014.09 lakhs after tax against a profit of Rs.
336.76 lakhs after tax in previous year. The sales of Specialty Chemicals including other operating revenue during the year
ended was Rs. 2,706.08 lakhs compared to Rs. 2,381.43 lakhs during the previous year and for property development Rs. Nil
during the current and previous year.

3. RESERVES:

Your Directors do not propose to transfer any amount to the general reserve.

4. SUBSIDIARY COMPANY:

The Company has one subsidiary company i.e. Gujarat Poly Electronics Limited (GPEL).

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial
statements of the Company, which forms part of this Annual Report. Further a statement containing the salient features of
the financial statement of our subsidiary company in the prescribed format AOC-1 also forms part of this Annual Report.

The sale of GPEL during the year ended 31st March, 2026 was Rs. 1,687.30 lakhs as against sale of Rs. 1,778.94 lakhs in the
previous year. GPEL has made profit of Rs. 2,802.22 lakhs during the current year as compared to profit of Rs. 214.48 lakhs in
the previous year. GPEL manufactures as well as outsources ceramic capacitors & marketing the same.

During the year, GPEL has redeemed its 9,81,500 / % Non-Cumulative Redeemable Preference Shares of face value Rs. 100/-
each held by Polychem Limited on 25^th February, 2026 at par.

5. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2025-26, five Board Meetings were held through video conference on the following dates:

(a) 14^th May, 2025 (b) 29^th July, 2025

(c) 6^th August, 2025 (d) 12^th November, 2025

(e) 9^th February, 2026

More details on the Board Meeting are given under Corporate Governance Report.

6. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. More details on the committee are given in Corporate
Governance Report.

7. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee during the year consisted of 3 members. More details on the committee are given
in Corporate Governance Report.

8. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of 3 members, More details on the committee are given in Corporate
Governance Report.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details
of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been
uploaded on the website of the companyhttp://www.polvchemltd.com/download/Whistle%20Blower%20Policv 14.pdf.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for
the F.Y. 2025-26.

10. DIRECTORS' RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March,
2026 and of the profit of the Company for the year ended 31^st March, 2026;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the company;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

11. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31^st March, 2025.

12. DEPOSITS:

Company has not received any deposits from Public during the year and there are no outstanding deposits.

13. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

14. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in "Annexure I"
forming part of this report.

15. DIRECTORS:

a) Mr. N. T. Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment. The same is
placed before the Members for their approval in ensuing Annual General Meeting.

b) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its
meeting held on 9^th February, 2026 re-appointed Mr. P. T. Kilachand as Managing Director of the Company w.e.f. 1^st April,
2026 for a term of 3 years, the same was approved by the members via postal ballot on 18^th March, 2026.

16. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declarations from Independent Directors that they meet the criteria of independence laid
down under section 149(6) of the Companies Act, 2013 and under regulation 16(b) of SEBI (LODR) Regulations, 2015.

17. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every director's performance was carried out. An evaluation sheet was given to each
director wherein certain criteria were set out for which ratings are to be given.

18. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR OF THE COMPANY FROM
ITS HOLDING/SUBSIDIARY COMPANY UNDER SECTION 197(14):

During the year 2025-26, Mr. P. T. Kilachand, Managing Director of the Company has received Rs. 93,007/- comprising of
Commission of Rs. 45,007/- and sitting fees of Rs. 48,000/- from Gujarat Poly Electronics Limited, subsidiary company in
capacity of Non-Executive Director.

19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Details of transfer of unclaimed dividends and eligible shares to IEPF have been placed in the Corporate Governance Report,
under General Shareholder Information on page no. 33 which forms part of the Annual Report.

20. COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the
Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company.
http://www.polvchemltd.com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board%20
of%20Directors 14.pdf

21. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in
ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior Omnibus approval is
obtained from Audit Committee for RPT on Annual basis.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arms' length basis: NIL

2. Details of material contracts or arrangement or transactions at arms' length basis:

FORM AOC- 2

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions
between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Company's website.

http://www.polychemltd.com/Our Policy.aspx

The RPT policy intends to ensure that proper reporting, approval, disclosure processes are in place for all transactions between
the Company and related parties.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loan or guarantee during the year and there is no outstanding loan or guarantee as on 31st
March, 2026 but the company has made an investment of Rs 1,149.94 Lakhs in Mutual Fund during the year.

23. DONATION:

During the year, the Company has not given donation to any charitable trust.

24. CORPORATE SOCIAL RESPONSIBILITY:

As per criteria mentioned under Section 135(1) of the Companies Act, 2013, CSR provisions were not applicable to the Company
for F.Y. 2025-2026. Therefore, the Company had no CSR spending obligation for the year.

As per section 135(9) of the Companies Act, 2013, the amount to be spent for CSR activities does not exceed Rs. 50 Lakhs,
hence the requirement for constitution CSR Committee is not required. The Company has adopted the CSR Policy and can be
viewed on the Company's websitehttp://www.polvchemltd.com/Download/Polvchem%20-%20CSR%20Policv.pdf.

25. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial control system with reference to the financial statements.

26. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

27. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor
in their respective reports.

(b) There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company, to which the financial statements relate and the date of the report.

(c) Pursuant to Section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available
on the Company's Website athttp://www.polychemltd.com/Annual%20Retum.aspx

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is uploaded and can be viewed
on the Company's website http://www.polvchemltd.com/Download/Anti-Sexual%20Harassement%20Policv.pdf

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related
to sexual harassment and follows the guidelines provided in the policy. The Company has also filed Annual Report 2025 with
District Collector and District Women and Child Development Officer.

The Company has not received any complaints on sexual harassment during the year.

29. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has the policies, systems and
processes in place to ensure ongoing compliance.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details of Remuneration as required in terms of the provisions of Section 197(12) of the Act read with Rules 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed and marked as "Annexure II".

In terms of the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other
particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the

report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information of the top ten employees in terms of remuneration is not sent along with this report. However, having
regards to the provisions of Section 136(1) of the Act the said information is available for inspection. Any member interested
in obtaining such information may write to the Company Secretary, at the Registered office or atpolychemltd@kilachand.com
and the same will be furnished on request.

31. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance
and a certificate from M/s. Ragini Chokshi & Co., Company Secretaries, are annexed to this Report.

32. STATUTORY AUDITOR:

In 65^th Annual General Meeting, members of the Company have re-appointed M/s. Nayan Parikh & Co., Chartered Accountants,
Mumbai, for a second term of 5 years from the conclusion of 65^th AGM till the conclusion of 70^th Annual General Meeting to be
held in the Year 2027. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors of your Company.

33. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder and Regulation 24A of SEBI Listing
Regulations, M/s. Ragini Chokshi & Co., Company Secretaries, (Firm Regn No. 92987) (Membership No. 2390 & C.P. No.1436)
has been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five (5)
consecutive years from financial year 2025-26 to financial year 2029-30.

Secretarial Auditors have confirmed that they are not disqualified to be appointed as Secretarial Auditor and are eligible to
hold office as Secretarial Auditor of your Company. The Secretarial Audit Report for F.Y. 2025-26 is enclosed and marked as
"Annexure MI".

34. INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint
an internal auditor to conduct internal audit of the functions and activities of your Company. Your Board of Directors based
on the recommendation of the Audit Committee, had approved the appointment of M/s S. K. Lotlikar, Chartered Accountants
(Firm Registration No. 116871W) to conduct the internal audit of your Company for the Financial Year 2026-27.

35. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The MDA forms an integral part of this report and give details of the overview, industry structure and developments, different
product groups of the company, operational performance of its various business segments.

36. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1
& SS-2) issued by ICSI.

37. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation
and continued support.

Sincere thanks also to the management team and the staff for their valuable contribution.

Registered Office: By Order of the Board of Directors

7, Jamshedji Tata Road,

Churchgate Reclamation,

Mumbai - 400 020. TANIL KILACHAND

CIN: L24100MH1955PLC009663 Chairman

Tel: 022 22820048 DIN 00006659

Email Id:polvchemltd@kilachand.com
Website: www.polychemltd.com