Directors Report of Archean Chemical Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the Sixteenth
Annual Report of the Company ("ACIL or Archean
Chemical") together with the Audited Standalone
and Consolidated Financial Statements for the
Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

In the Financial Year ("FY") 2024-25, the
standalone revenue from operations was
Rs.1,01,379.02 lakhs, as against Rs. 1,32,958.31
lakhs for FY 2023-24, with a decrease of 23.75%.

Net Profit after tax for the FY 2024-25 was
Rs. 18,492.34 lakhs as against Rs. 32,234.56
lakhs in the previous year.

For FY 2024-25, the consolidated revenue from
operations was Rs.1,04,101.79 lakhs as against
Rs. 1,33,008.95 lakhs during FY 2023-24, with a
decrease of 21.73%. Net Profit after tax for the
FY 2024-25 was Rs.16,214.49 lakhs as against
Rs. 31,897.07 lakhs in the previous year.

For more details please refer to Management
Discussion and Analysis Report and the Financial
Statements.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the Financial Year ended March 31, 2025 and March 31,
2024 are as follows:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operation	101,379.02	132,958.31	104,101.79	133,008.95
Total Income	106,344.54	137,628.25	107,830.09	137,341.32
Profit before depreciation and finance cost	37,212.14	51,102.73	35,143.74	50,598.27
Depreciation	7,305.74	6,999.66	7,938.45	7,033.71
Finance Cost	911.45	966.75	810.33	846.15
Profit before exceptional Item	28,994.95	43,136.32	26,394.96	42,718.41
Exceptional Items	(4,018.27)	-	(4,018.27)	-
Profit before Tax	24,976.68	43,136.32	22,376.69	42,718.41
Tax expenses	6,484.34	10,901.76	6,162.20	10,821.34
Profit after Tax	18,492.34	32,234.56	16,214.49	31,897.07
Total comprehensive income	18,476.48	32,203.57	16,198.63	31,866.08
Earnings per share (Basic)	14.98	26.17	13.13	25.90
Earnings per Share (Diluted)	14.97	26.14	13.12	25.87

STATE OF THE COMPANY''S AFFAIRS

During the FY 2024-25, your Company achieved
a revenue of Rs. 1,01,379.02 lakhs. The Company
continued to strengthen its focus on core product
offerings through a balanced approach of longÂ¬
term and spot contracts. Bromine sales share
showed a marginal increase over the previous
year, supported by stable downstream demand.
The Company successfully retained a majority of
its existing customer base while expanding into
new application areas through the acquisition
of new customers. Share of Bromine increased
marginally due to this.

Bromine was sold for applications across flame
retardants, agrochemical and pharmaceutical
intermediates, biocides, and oilfield products,
catering to both domestic and international
markets.

The second key business segment â Industrial Salt
â continued to be a major contributor, accounting
for approximately 2/3rd of the Company''s total
revenue. Your Company remained one of the
largest global manufacturers of premium-grade
Industrial Salt, recognized for its consistent quality
and reliability of supply.

The global salt industry sustained its previous
growth trajectory, although regional growth rates
varied. In our core markets, particularly in East
Asia, demand fluctuations influenced customer
requirements. Despite these market dynamics,
your Company maintained strong customer
relationships and adapted quickly to changing
demand patterns.

However, these fluctuations placed additional
stress on logistics operations. To address this, the
Company plans to implement enhanced measures
to increase agility and responsiveness to customer
needs.

During the year, your Company sold 34.8 Lakhs
MT of Industrial Salt for diverse applications,
including chlor-alkali production â essential for
manufacturing key chemicals such as caustic

soda, chlorine, and soda ash. Focused efforts
were made to drive operational efficiencies,
reduce operating costs, and maintain healthy
margins, supporting sustainable long-term
growth.

DIVIDEND

During the FY 2024-25, the Board of Directors
(âBoardâ/âDirectorsâ) has recommended a final
dividend of Re. 1/- per equity share for the financial
year ended March 31, 2024 and the same has
been approved by the Members at the 15^th Annual
General Meeting of the Company held on June 28,
2024 and this entailed an outflow of Rs.1,233.97
lakhs with a pay-out ratio of 50% of Company''s
consolidated post tax profit. In addition to the
above, for FY 2023-24, Company had declared
two interim dividends of Re.1/- each in the month
of October 2023 and November 2023.

Your Directors have pleasure in recommending
a dividend of Rs. 3/- per equity share for the
financial year ended March 31, 2025 subject to
the approval of Members at the ensuing Annual
General Meeting of the Company. This would
entail an outflow of Rs.3,702.83 lakhs with a payÂ¬
out ratio of 150% of Company''s consolidated post
tax profit. Upon approval of Members, it will be
paid to all the Members whose name appears
in the register of members as on May 26, 2025
(being the record date fixed for this purpose).

In accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, (hereinafter referred to as
"SEBI LODR''j, the Board of Directors of the
Company has adopted a Dividend Distribution
Policy which endeavours for fairness, consistency
and sustainability while distributing profits to
the shareholders & the above recommendation
of the dividend by the Board is in accordance
with the "Dividend Distribution Policy'' of the
Company''s available on the website under the
link: https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Dividend%20
Distribution%20Policy.pdf

TRANSFER TO RESERVE

The Board of Directors has decided to retain the
entire amount of profits for FY 2024-25 in the
retained earnings.

TAXATION

The Company has made a current tax provision of
Rs.6,531.62 lakhs [PY: 10,063.31 lakhs].

Current tax adjustments of earlier years is Nil as
against Rs.4.64 lakhs during the previous year.

The deferred tax for the Financial Year ended March
31, 2025 is Rs.(47.28) lakhs (PY: Rs.843.09 lakhs).

SHARE CAPITAL

During the FY 2024-25, the paid-up capital of the
Company has increased upon exercise of stock
options by option grantees and allotment of shares
pursuant to the same.

As on March 31, 2025, the authorised share
Capital of the Company stood at Rs. 32,00,00,000
divided into 16,00,00,000 equity shares of Rs.
2/- each and consequent to the ESOP allotment
made during the year, the paid-up share capital
of the Company increased from Rs. 24,67,93,938
divided into 12,33,96,969 equity shares of Rs. 2/-
each to Rs. 24,68,55,364 divided into 12,34,27,682
equity shares of Rs. 2/- each.

Other than the above, there is no change in the
capital structure of the Company during the year.

EMPLOYEE STOCK OPTION PLAN

During the FY 2024-25, the Board had allotted
30,713 equity shares of face value of Rs.2/- each
upon exercise of stock options granted under
"Archean Employee Stock Option Plan 2022
(ESOP 2022)".

The Employee Stock Option Plan ("ESOP")
enables the Company to hire and retain the best
talent for its senior management and key positions.
The NRC, inter alia, administers and monitors the
Employee Stock Option Plan in accordance with
the applicable Securities and Exchange Board of

India (Share Based Employee Benefits and Sweat
Equity) Regulations 2021 (ESOP Regulations).

The details of the stock options granted under
"ESOP 2022" and the disclosures in compliance
with ESOP Regulations and Section 62(1)(b) of the
Companies Act 2013, ("Act") read with Rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014 is available on the website of the
Company at www.archeanchemicals.com. The
relevant disclosures in terms of the Act and in
accordance with the said Regulations are enclosed
as Annexure I to the Board''s Report. The plan is
in compliance with the ESOP Regulations.

During the year, no ESOP were granted to NonÂ¬
Executive Non-Independent Directors.

No Option grantee was granted options/shares
during the year, equal to or exceeding 1% of the
issued capital.

The Company does not have any Scheme for issue
of sweat equity to the employees or Directors of
the Company.

A certificate from Secretarial Auditors, with respect
to implementation of the above Employee Stock
Option Plan in accordance with SEBI Regulations
and the resolution passed by the Members of
the Company, will be available electronically for
inspection by the Members during the ensuing
AGM and a copy of the same shall be available
for inspection at the Registered Office of the
Company during normal business hours on any
working day.

DEPOSITORY SYSTEM

Your Company''s shares are in compulsorily
tradable securities in electronic form. As on
March 31, 2025, Equity Shares 12,34,27,682
representing 100% of the paid-up share are in
dematerialised form.

BOARD OF DIRECTORS

As on March 31, 2025, your Board comprises of
six (6) Directors with an optimum combination of

Executive and Non-Executive Directors. Out of six
(6), three (3) are Independent Directors including
an Independent Woman Director, two (2) NonÂ¬
Executive Non-Independent Directors and an
Executive Director of the Company. Mr. P Ranjit,
Managing Director, Mr. P Ravi, Non-Executive
Director and M/s. Chemikas Speciality LLP are the
Promoter of the Company.

During the year, following appointment / reÂ¬
appointment of Directors took place:

a. Retirement by rotation and re-appointment of
Mr. P Ravi, (DIN: 02334379) as Non-Executive
Director.

b. Re-Appointment of Mrs. Padma
Chandrasekaran (DIN: 06609477) as NonÂ¬
Executive Independent Director.

The Company had formulated a Code of Conduct
for the Directors and Senior Management
Personnel and the same has been complied with.

Retirement by Rotation and Re-Appointment

In accordance with Section 152(6) of the Act and
Articles of Association of the Company, Mr. S.
Meenakshisundaram, (DIN: 01176085) a Director
of the Company, retires by rotation and being
eligible, offers himself for re-appointment at the
ensuing AGM of the Company.

A brief resume of the Director being re-appointed,
the nature of expertise in specific functional areas,
names of companies in which he holds Directorships,
Committee Memberships / Chairpersonships, his
shareholding in the Company etc., have been
furnished in the explanatory statement to the notice
of the ensuing AGM.

Independent Directors

The Independent Directors hold office for a fixed
term of 5 years from the date of their appointment
and not liable to retire by rotation.

The Company has received the necessary
declaration as laid down in Section 149(7) of the Act

from all the Independent Directors confirming that
they meet the criteria of independence as provided
in Section 149(6) of the Act and SEBI LODR.

Independent Directors have also complied with
the Code for Independent Directors prescribed
in Schedule IV to the Act. In accordance with
Companies (Appointment and Qualification
of Directors) Rules, 2014, the Company has
received declarations from Independent Directors
confirming that they have registered with the
Independent Directors Data Bank through Indian
Institute of Corporate Affairs ("IICA"). They have
been exempted/qualified from passing the online
proficiency self-assessment test conducted by
IICA.

Mrs. Padma Chandrasekaran (DIN:06609477)
was appointed as an Independent Director for
a period of five (5) years from November 13,
2019, to November 12, 2024. She was eligible
for re-appointment. During the year, based
on the recommendation of Nomination and
Remuneration Committee ("NRCâ), the Board in
its Meeting held on May 14, 2024, has evaluated
the performance of the said Independent Director
based on the contribution of the Director and have
recommended her re-appointment for another
term of five (5) years from November 13, 2024, to
November 12, 2029. In accordance with Section
149(10) of the Act, approval of the Members
through special resolution was obtained in the 15^thAGM held on June 28, 2024.

The Company had issued letter of appointment in
accordance with Regulation 46 of the SEBI LODR
and the terms and conditions of appointment
of Independent Directors are available at the
Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Terms-and-
conditions-of-appt-of-ID.pdf

Information on familiarisation program to
Independent Directors are provided in the
Corporate Governance Report Section of this
Annual Report.

Details as required under the Act, in respect
of remuneration paid to Directors, are given in
Corporate Governance Section of this Annual
Report and in the Annual Return uploaded in
the Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/admin/assets/products/4.%20Form%20
MGT-7_Draft.pdf

Number of meetings of the Board

The Board met 7 (Seven) times during the FY
2024-25 on May 14, 2024, June 01, 2024, August
02, 2024, October 25, 2024, November 08, 2024,
December 30, 2024, and February 07, 2025.
The details of Board meetings and attendance
of the Directors are provided in the Corporate
Governance Report.

Diversity

Your Company recognises the importance of a
diverse Board for its success and believes that a
diverse Board will leverage inter alia differences in
thought, skills and industry experience, which in
the long run will enhance shareholder value.

Policy on Directors'' Appointment and Policy
on Remuneration:

Your Company''s current policy is to have
an appropriate mix of Independent and
Non-Independent Directors to maintain the
independence of the Board and separate its
functions of governance and management.

In accordance with Section 134 and 178 of the
Act, the Policy on appointment of Board Members
including criteria for determining qualifications,
positive attributes, independence of a Director and
the Policy on remuneration of Directors, KMP and
other employees are outlined as part of Nomination
and Remuneration Policy of the Company and
salient features of the same are disclosed in this
report. NRC of your Board had fixed the criteria
for nominating a person on the Board which inter
alia include desired size and composition of the

Board, age limit, qualification/experience, areas of
expertise and independence of the individual.

BOARD EVALUATION

In accordance with the provisions of the Act and
SEBI LODR, Board has carried out a separate
exercise to evaluate the performance of the Board
as a whole, its Committees and individual Directors
by taking into account the criteria laid down in this
regard by the NRC like attendance, expertise,
contribution etc., brought in by the Directors at
the Board and Committee Meetings and found it
satisfactory, which shall be taken into account at
the time of reappointment of Independent Director.
The criteria for evaluation of the Board and NonÂ¬
Independent Directors at a separate meeting
of Independent Directors were carried out in
accordance with the Nomination & Remuneration
Policy adopted by the Board.

The evaluation was carried out, taking into
consideration the composition of the Board and
availability of commitment to good corporate
governance practices, adherence to regulatory
compliance, grievance redressal mechanism,
track record of financial performance, existence of
integrated risk management system etc.

The performance evaluation was executed
through an electronic application. This transition
resulted in a faster turnaround for document
availability to the Board and Committee Members,
and an improvement in the accuracy. A structured
questionnaire was prepared covering various
aspects including the following but not limited to
adequacy of the composition of the Board and its
Committees, flow of information, Board culture/
Diversity, execution and performance of specific
duties, obligations and governance.

In accordance with Regulation 25(4) of the SEBI
LODR, Independent Directors have evaluated
the performance of Chairman, Non-Independent
Directors and Board as a whole and assessed
the quality, quantity and timeliness of the flow of
information between the Management and the
Board and other required matters.

In accordance with Regulation 17(10) of SEBI
LODR, the Board of Directors has evaluated
the performance of Independent Directors and
observed the same to be satisfactory and their
deliberations are beneficial in Board / Committee
Meetings.

In accordance with Regulation 4(2) of SEBI
LODR, the Board of Directors have reviewed and
observed that the evaluation framework of the
Board of Directors was adequate and effective.

The Board''s observations on the evaluations for the
year under review carried on May 02, 2025, were
similar to their observations of the previous years.
No specific actions have been warranted based on
current year observations. The Company would
continue to familiarise its Directors on the industry,
technological and statutory developments, which
have a bearing on the Company and the industry,
so that Directors would be effective in discharging
their expected duties.

The Board is of the opinion that all Directors,
including the Independent Directors of the
Company, possess requisite qualifications,
integrity, expertise and experience in the fields of
science and technology, digitalisation, strategy,
finance, governance, human resources, safety,
sustainability, etc.

BOARD COMMITTEES

The Board had following Committees during the
FY 2024-25:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. IPO Committee

The composition of the Board of Directors and its
Committees are in accordance with the Act and
the SEBI LODR.

In accordance with the requirement of Section
177(8) of the Act, it is hereby disclosed that

the Audit Committee comprises of Mr. K M
Mohandass, Chairperson of the Committee, Mrs.
S Padma Chandrasekaran, Member and Mr. S
Meenakshisundaram, Member.

A detailed note on the attendance, composition
of the Board and Committees along with other
disclosures are provided in the Corporate
Governance Report Section of this Annual Report.

Meetings of Board and Committees held during
the year are in compliance with the Act & SEBI
LODR read with circulars and notifications issued
by Ministry of Corporate Affairs and SEBI in this
regard.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Company''s Directors make the following
statement in terms of sub-section (5) of Section 134
of the Act, which is to the best of their knowledge
and belief and according to the information and
explanations obtained by them:

a. in that the financial statements for the year
ended March 31, 2025 have been prepared in
conformity with Indian Accounting Standards
(Ind AS) and requirements of the Act and that
of guidelines issued by SEBI, to the extent
applicable to the Company along with proper
explanation relating to material departures;the
directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
company at the end of the financial year and
of the profit and loss of the company for that
period;

b. the directors had taken proper and sufficient

care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the company and for preventing and
detecting fraud and other irregularities;

c. the directors had prepared the annual
accounts on a going concern basis;

d. the directors, had laid down internal financial
controls to be followed by the company
and that such internal financial controls are
adequate and were operating effectively; and

e. the directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and
203 of the Act, the Key Managerial Personnel
of the Company as on March 31, 2025, are as
follows:

Mr. P Ranjit, Managing Director,

Mr. N R Kannan, Executive Director,

Mr. R Natarajan, Chief Financial Officer and

Mr. Vijayaraghavan N E, Company Secretary &
Compliance Officer.

During FY 2024-25 Mr. R Natarajan has been
appointed as the CFO of the company with
effect from January 21, 2025, in place of Mr. R
Raghunathan, CFO who resigned on January 20,
2025.

During FY 2024-25, Mr. N R Kannan has been
appointed as the executive director (KMP) w.e.f.
August 02,2024.

During FY 2024-25, Mr. Ravi Prakash Mundhara
had been appointed as Company Secretary and
compliance officer of the company on August 02,
2024, in place of Mr. S Balasundharam, Company
Secretary and compliance officer who resigned on
June 01,2024. Subsequently, Mr. Ravi Prakash
Mundhra was resigned on August 07, 2024.

Further Mr. Vijayaraghavan N E has been
appointed as Company Secretary and compliance
officer of the Company with effect from February
07, 2025.

Except these, there are no change in the list of
Key Managerial Personnel (KMP).

REMUNERATION POLICY

In accordance with Section 178 of the Act, the
NRC of your Board has formulated the Nomination
and Remuneration Policy for the appointment and
determination of remuneration of the Directors,
Key Managerial Personnel and other employees of
your Company. The Nomination and Remuneration
Policy ensures that the level and composition
of remuneration is reasonable, the relationship
of remuneration to performance is clear and
appropriate to the long-term goals of the Company.

The NRC has also developed the criteria for
determining the qualifications, positive attributes
and independence of Directors and for making
payments to Executive and Non-Executive
Directors of the Company. It recommends to the
Board the compensation payable to Directors.
Director''s compensation is within the limits
prescribed under the Act and approved by the
Members of the Company where required.

Your Company follows a compensation mix
of fixed pay, benefits and performance-based
variable pay for its employees, which is based on
the performance of the business and the individual
performance of the individuals is measured
through annual appraisal process.

The Managing Director was paid a fixed monthly
remuneration in the form of salary and paid
commission annually based on the profits
computed in accordance with Section 198
of the Act. Non-Executive Directors are paid
remuneration by way of sitting fees based on their
participation in the Meetings and Commission paid
annually.

Remuneration paid to Directors is within the scale
approved by the Board and Members, subject to
overall ceilings stipulated under Section 197 of the
Act. Sitting fees paid to Directors for attending the
Board Meeting & Committee Meetings.

In accordance with Section 178(4) of the Act,
the salient features of the Nomination and
Remuneration Policy should be disclosed in the

Board''s Report. The objective of the Policy is to

ensure that:

â¢ The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run
the Company successfully;

â¢ Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks;

â¢ Remuneration to Directors, Key Managerial
Personnel and Senior Management shall be
appropriate to the working of the Company and
its goals; and

â¢ Any other functions as mandated by the
Board from time to time and / or enforced
by any statutory notification, amendment or
modification, as may be applicable, are carried
out.

The said Policy and composition of the NRC are
in compliance with the Act and SEBI LODR. The
responsibilities of Compensation Committee as
defined in SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, have been
assigned to NRC. The said policy is available at
the Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Nomination%20
and%20Remuneration%20Policy.pdf

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The statement of disclosures with respect to the
remuneration of Directors, KMP and Employees
in accordance with Section 197 of the Act and
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 ("Rules") is given below:

a) Ratio of the remuneration of each director to the median remuneration of the employees of the
Company:

Sl. No.	Name of the Director/KMP	Designation	Ratio to Median Remuneration	% increase in the remuneration for the FY 2024-25
1	Mr. P Ranjit	Managing Director	122.16:1	15%
2	Mr. S Meenakshisundaram	Non- Executive Director	4.72:1	NA
3	Mr. C G Sethuram	Independent Director	3.84:1	NA
4	Mrs. Padma Chandrasekharan		4.48:1	NA
5	Mr. K M Mohandass		4.40:1	NA
6	Mr. P Ravi	Non- Executive Director	0.72:1	NA

Note:

i. The Commission to Managing Director & Non-executive Directors including Independent Directors for the financial year ended
March 31, 2025 will be paid subject to the approval of the financial statements for the year ended March 31, 2025 by the
Member at the ensuing Annual General Meeting of the Company.

ii. The details of Sitting fee / commission to non-executive directors are provided in the Corporate Governance report.

Sl. No.	Name of the KMP	Designation	% increase in the remuneration in the FY 2024-25
1	Mr. N R Kannan*	Executive Director-KMP	NA
2	Mr. R Natarajan*	Chief Financial Officer	NA
3	Mr. Vijayaraghavan N E*	Company Secretary & Compliance Officer	NA
4	Mr. R Raghunathan #	Chief Financial Officer	10%
5	Mr. S Balasundharam #	Company Secretary & Compliance Officer	NA

*ED appointed w.e.f. August 02, 2024, CFO appointed w.e.f. January 21, 2025 and CS appointed w.e.f. February 07, 2025.
#CFO resigned on January 20, 2025, CS resigned on June 01, 2024.

Mr. Ravi Prakash Mundhra joined as Company Secretary on August 02, 2024 resigned on August 07, 2024.

c) Percentage increase in the median
remuneration of employees in the financial
year - 5.73%

d) Number of permanent employees on the rolls
of Company: 262

e) Average percentile increase already made
in the salaries of employees other than the
managerial personnel in FY 2024-25: 11.6%
and its comparison with the percentile increase
in the managerial remuneration in FY 2024Â¬
25: 12.5%. Justification thereof and point out
if there are any exceptional circumstances for
increase in the managerial remuneration: NIL

f) There was no variable component of
remuneration availed by Directors, except
Commission of Rs. 12,66,56,000/- paid to
Managing Director and Rs. 15,00,000/- each
paid to Non-Executive Directors including
Independent Directors except Mr. P. Ravi,
Non-Executive Director, who Voluntarily
waived his entitlement to commission for the
period ended March 31, 2024.

g) It is hereby affirmed that the remuneration paid
is as per the Nomination and Remuneration
Policy of the Company to Directors, Key
Managerial Personnel and other Employees.

h) No employee who was in receipt of
remuneration in excess of that drawn by

Managing Director, holds 2% or more of the equity
shares of the Company by himself or along with
his spouse and dependent children.

The information as per Rule 5(2) and Rule 5(3)
of the Rules, forms part of this Report. However,
as per first proviso to Section 136(1) of the Act
and Second Proviso to Rule 5 of the Rules, the
Annual Report is being sent to the Members of the
Company excluding the statement of particulars of
employees under Rule 5(2) and Rule 5(3) of the
Rules. Any member interested in obtaining a copy
of the said statement may write to the Company
Secretary. The said statement is also available for
inspection by the members at Registered Office
of the Company during office hours till the date of
AGM.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company has 3 subsidiaries and 2 step down
subsidiaries as on March 31, 2025.

The Audit Committee reviews the Financial
Statements of subsidiaries, including the
investments made in the subsidiaries, on a
quarterly basis and minutes of the Meetings of the
subsidiary are placed in the Board Meetings.

In accordance with Section 129(3) of the Act,
read with Rule 5 of Companies (Accounts) Rules,

2014, statement containing the salient features
of the financial statements of the Subsidiary
Company(ies) as per Form AOC-1 is enclosed as
Annexure II to the Board''s Report.

In accordance with Regulation 46(2)(s) of SEBI
LODR, separate audited/ reviewed financial
statements of the above subsidiary companies for
the FY 2024-25 are available at the Company''s
website, at the following weblink: https://www.
archeanchemicals.com/investor-relations/annual-
report.php?id=MTc4

Material Subsidiary

As per Regulation 16(c) of the SEBI LODR the
company has no material subsidiary companies.
The Company has formulated a Policy for
determining Material Subsidiaries. The policy
is available at the Company''s website, at the
following weblink: https://www.archeanchemicals.
com/investor-relations/admin/assets/products/
Policy%20on%20Material%20Subsidiaries.pdf

Consolidated Financial Statements

In accordance with Section 129(3) of the Act
and Regulations 33 and 34 of SEBI LODR, the
Consolidated Financial Statements, drawn up
with the applicable Indian Accounting Standards
(Ind AS). The consolidated financial statements
incorporating the accounts of subsidiary
companies along with the Auditors'' Report thereon
are set out in this Annual Report and are available
at the Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/annual-report.php?id=MTU5

Pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company,
consolidated financial statements along with
relevant documents and separate audited Financial
Statements in respect of the Subsidiaries are
available on the website of the Company htt ps://
www.archeanchemicals.com/investor-relations/
annual-report.php?id=MTc4

These financial statements of the Company and
the subsidiary companies will also be kept open

for inspection by Members. The Company shall
provide a copy of the same to any Member of the
Company who asks for it.

Subsidiary Company details

The details of the subsidiary companies are as
given below:

Idealis Chemicals Private Limited (Idealis)

Idealis was incorporated on October 05, 2023 as a
wholly owned subsidiary company, which has been
declared as the successful bidder for acquiring
Oren Hydrocarbons Private Limited (Oren) as a
going concern in the auction conducted by the
liquidator of Oren in terms of the Insolvency and
Bankruptcy Code, 2016 and paid the consideration
of Rs. 7, 690.74 Lakhs. NCLT has issued the order
on July 09, 2024, order in favour of Idealis and
vested the company on a going concern basis on
a clean state principle. In line with the NCLT order,
Oren allotted 50,00,000 shares of Rs. 10/- each
for Rs. 500 Lakhs and balance of consideration
has been treated as loan.

Idealis Mudchemie Private Limited (Formerly
known as Oren Hydrocarbons Private Limited)

During the year, the company was acquired by
Idealis Chemicals Private Limited through an
e-auction conducted under the National Company
Law Tribunal (NCLT) liquidation process, at
a consideration of Rs. 7,690.74 Lakhs. The
company has plants in Andhra Pradesh, Gujarat
and Tamil Nadu and it manufacturers customized
drilling fluids/muds/chemicals with strategic
manufacturing and distribution points.

The NCLT issued an order on July 9, 2024, approving
the transaction. Accordingly, the Company has
become a subsidiary of Idealis Chemicals Private
Limited and a Step-Down Subsidiary of Archean
Chemical Industries Limited with effect from the
order date. The operations of the Company have
not commenced, as it is currently in the process
of securing various statutory approvals and utility
connections for a few of the plants and this is under
the advance stage.

During the year, in accordance with the NCLT
order, the company extinguished the share
capital of Rs. 1,729.30 Lakhs held by the former
management / shareholders and allotted Rs. 500
Lakhs as equity share capital to Idealis Chemicals
Private Limited, with the remaining consideration
being treated as a loan.

Effective October 9, 2024, the company''s name
was changed from "Oren Hydrocarbons Private
Limited" to "Idealis Mudchemie Private Limited
(IMPL). IMPL is the step down subsidiary of the
Company."

Neun Infra Private Limited

It was incorporated on October 3, 2023 as a
wholly owned subsidiary of the Company with a
paid-up capital of Rs. 3,00,00,000/- divided into
30,00,000 shares of Rs.10/- each towards the
initial subscription.

SiCSem Private Limited (SiCSem)

Neun has incorporated a subsidiary Company
SiCSem with an Authorised share capital
amounting to Rs. 5,00,000/- divided into 50,000
equity shares of Rs. 10/- each. Neun has invested
Rs.3,50,000 out of Rs. 5,00,000 in the Capital of
SiCSem constituting 70% of the Capital. The main
objects of SiCSem are setting up of a facility for
manufacturing semiconductor. Thus, SiCSem will
be the step-down subsidiary of your company.

On January 28, 2025 Sicsem achieved a significant
milestone in semiconductor manufacturing with
the groundbreaking ceremony in Bhubaneswar,
Odisha. SiCSem proposed Compound
Semiconductor Facility is projected be upto Rs.
3000 Cr investment which will boost Odisha''s
industrial progress. The facility will integrate
the entire process of manufacturing power
devices including a Wafer Fabrication Plant. The
processes will lead to manufacturing of electronic
power devices that will cater to key sectors such
as electric vehicles, energy storage, fast chargers,
green energy, industrial tools, data centres,
consumer appliances and many other appliances.

The state government has allotted 14.32 acre land
at Infovalley-II, Bhubaneshwar for this prestigious
project and also approved the project under the
Odisha Semiconductor & Fabless Policy - 2023.

Acume Chemicals Private Limited (Acume)

Acume is the Wholly Owned Subsidiary of the
Company. During the year, Acume improved the
capacity utilization of the Bromine Derivatives
Manufacturing Facility at Jhagadia. Inorganic
Bromides that were commercialized in FY 2023Â¬
24 were further scaled up in volumes. Additionally,
few more Organic Bromides were commercialized
during the FY 2024-25. An amount of Rs. 11,909.68
lakhs was capitalized during the year.

During the period ended March 31, 2025,
Acume generated revenue from operations of
Rs. 2,717.86 lakhs and incurred a loss before tax
of Rs. 1,444.56 Lakhs.

During the year gone by, company enlarged the
marketing footprint by reaching out to several end
customers within India and abroad. Customers in
the field of Specialty & Fine Chemicals like Biocides,
Oil & Gas, Pharmaceutical and Agro Segments
were approached. Samples of the products were
seeded to customers and their quality approvals
are being taken. Some of them have a longer
gestation time for qualifications and the same are
being pursued. Meanwhile Inroganic Bromides
have received wider acceptance, and their volumes
were scaled up during Q4 FY 2024-25 and they
hope to aggressively pursue this success.

For more details about the strategies and
operations, please refer the Management
Discussion and Analysis Report set out in this
Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of Loans, Guarantees or Investments
covered under the provisions of Section 186 of
the Act are set out in the notes to the financial
statements.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

Particulars of the same as referred in Section
188(1) of the Act, in the prescribed Form AOC-2
is enclosed as Annexure III to the Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part
of the Company''s ethos and policy and it been
pursued on a sustained basis.

In compliance with Section 135 of the Act, the Board
of Directors had constituted a CSR Committee
and adopted a CSR Policy, in accordance with
Schedule VII of the Act.

As on March 31, 2025, Your Company''s CSR
Committee comprises of Mr. S Meenakshisundaram,
Chairperson, Mrs. Padma Chandrasekaran,
Member and Mr. P Ravi, Member. The Committee
is responsible for formulating, monitoring and
implementing the CSR policy of the Company.

Annual Report on CSR activities as prescribed
under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is enclosed as Annexure IV to
the Board''s Report.

Further, the Board has taken on record the
certificate from the Chief Financial Officer that CSR
spends of the Company for FY 2024-25 have been
utilized for the purpose and in the manner approved
by the Board of Directors of the Company.

In accordance with Section 135(4) of the Act, the
major contents of CSR policy are as follows:

Preamble: Corporate Social Responsibility (CSR)
is the affirmation that the ACIL is committed to its
stakeholders to conduct its business operations
in an economically, socially and environmentally
sustainable manner.

Objectives: The objective of the CSR Policy is to:

a) To create positive and sustainable impact on
society and invest in improving lives of nearby
community

b) To engage with nearby community in
identifying local needs and requirements

c) To identify opportunity and initiatives to enhance
- Social, Environmental and Economic Value to
the Society along with desired impact

d) To Institute a process and a suitable
mechanism for the implementation and
monitoring of the CSR activities.

Implementation Process:

The CSR initiatives shall be undertaken by the
Company as per its stated CSR Policy as Projects
or Programs or Activities (either new or ongoing).

The CSR activities may be undertaken directly
by the Company or through a registered trust or
a registered society or a Company/firm/foundation
established by the Company.

In addition to the above, CSR Policy also includes
composition of CSR Committee, meetings
& quorum, duties & responsibilities of CSR
Committee/Board, CSR Activities/expenditure/
reporting etc., and the said policy is available at
the Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Corporate%20
Social%20Responsibility%20Policy.pdf

RISK MANAGEMENT

Risk Management at ACIL forms an integral part of
Management focus.

In accordance with Regulation 21 of SEBI LODR,
Board has constituted the Risk Management
Committee. A detailed note on the attendance,
composition of the Committee along with other
details are provided in the Corporate Governance
Report Section of this Annual Report. The details
of the Committee and the terms of reference
are set out in the Corporate Governance Report
forming part of the Report.

In accordance with Section 134(3)(n) of the Act and
Regulation 17(9) of SEBI LODR, the Company has
developed and implemented a Risk Management
Policy aligned with the industry in which it operates.
The Policy envisages identification of risk and
procedures for assessment and minimisation of

risk thereof. The said policy is available at the
Company''s website, at the following weblink:
https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Risk%20
Management%20Policy-15.01.2022.pdf

The Company believes that risks should be
managed and monitored on a continuous basis.
As a result, the Company has designed a dynamic
risk management framework to manage risks
effectively and efficiently, enabling both short term
and long term strategic and business objectives
to be met.

The Company''s risk management system is
always evolving & an ongoing process and it is
recognized that the level and extent of the risk
management system is commensurate with
the development and growth of the Company''s
activities. The risk management system is a
"living" system and the documentation that
supports it will be regularly reviewed and
updated in order to keep current with Company
circumstances.

In the opinion of the Board, there is no element
of risk which may threaten the existence of the
Company/its operations.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an Internal Controls system
in accordance with Section 134(5)(e) of the Act,
commensurate with the size, scale and complexity
of its operations. The Audit Committee comprising
of professionally qualified Directors, interacts with
the Statutory Auditors, Internal Auditors and the
management to review the adequacy of Internal
Controls system on a regular basis.

The Management is responsible for establishing &
maintaining internal controls for financial reporting.
The Statutory Auditors have evaluated the system
of internal controls of the Company and also
reviewed their effectiveness and have reported
that the same are adequate & commensurate
with the size of the Company and the nature of its
business.

They have also reviewed the internal controls
pertaining to financial reporting of the Company to
ensure that financial statements of the Company
present a true and fair view of the state of affairs
of the Company. In addition, Auditors in their report
have also opined that the Company has in all
material respects adequate internal financial control
systems over financial reporting and the same were
operating effectively as on March 31, 2025.

The summary of the Internal Audit findings and
status of implementation of action plans for risk
mitigation, are submitted to the Audit Committee
every quarter for review, and concerns around
residual risks if any, are presented to the Board.

Based on the framework of Internal Financial
Controls and Compliance Systems established
and maintained by the Company, work performed
by the internal, statutory, cost and secretarial
auditors and external consultant(s), including
audit of internal financial controls over financial
reporting by the statutory auditors and the reviews
performed by the Management and the relevant
Board Committees, including the Audit Committee,
the Board is of the opinion that the Company''s
internal financial controls were adequate and
effective during FY 2024-25.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to provisions of Section 177(9) of the Act,
read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules,2014 and Regulation
22 of the SEBI LODR, your Company has adopted
a Whistle Blower Policy on Vigil Mechanism which
provides a formal mechanism for all Directors,
Employees and other Stakeholders of the Company
to report to the management, their genuine
concerns or grievances about unethical behaviour,
actual or suspected fraud and any violation of the
Company''s Code of Business Conduct and Ethics.

The Code as well provides a direct access to
the Chairman of the Audit Committee to make
protective disclosures about grievances or
violation of the Company''s Code. Brief details
about the policy are provided in the Corporate
Governance Report attached to this report.

The said policy is available at the Company''s
website, at the following weblink: https://www.
archeanchemicals.com/investor-relations/admin/
assets/products/Whistle%20Blower%20and%20
Vigil%20Mechanism%20Policy.pdf

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on
Related Party Transactions (RPT) and approved
by the Board. The policy on RPT is available
on the Company''s website at https://www.
archeanchemicals.com/investor-relations/
admin/assets/products/Policy%20on%20RPT-
07.02.2025.pdf

All RPTs that were entered into by the Company
during the FY 2024-25, were in the ordinary
course of business and on arm''s length basis and
were in compliance with the applicable provisions
of the Act and the SEBI LODR. The Company did
not enter into any material transaction/contracts
with related parties during the year that may have
potential conflict with the interests of the Company
at large or that requires approval of the Members.

Prior approval / omnibus approval have been
obtained from Audit Committee for all RPTs and
these transactions are periodically placed before
the Audit Committee for its review/approval. All
RPTs were placed before the Audit Committee
for their prior approval in accordance with the
requirements of the Act and the SEBI LODR.
The transactions entered into pursuant to such
approval are placed periodically before the Audit
Committee for its review.

Necessary disclosures as required under the
Accounting Standards have been made in the
Financial Statements.

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

The Company maintains a strict zero tolerance
stance against sexual harassment in the workplace
and has established a policy aimed at preventing,

prohibiting, and addressing incidents of sexual
harassment. This policy aligns with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act of 2013 and its
associated regulations. To enhance awareness
on this matter, the Company regularly conducts
programs in this regard.

In accordance with Rule 8(5) of Companies
(Accounts) Rules, 2014, the Company has
complied with the provisions relating to the
constitution of Internal Complaints Committee
under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee has been set up
to redress complaints received regarding sexual
harassments.

During the FY 2024-25, no complaint was received,
and no complaint was pending for disposal as on
March 31, 2025.

The policy which is available at the Company''s
website, at the following weblink: https://www.
archeanchemicals.com/investor-relations/admin/
assets/products/ACIL%20PoSH%20Policy%20
-%20September%202024.pdf

STATUTORY AUDITORS

As per section 139 of the Act, read with the
Companies (Audit and Auditors) Rules, 2014,
the Members of the Company in the 12^th AGM,
approved the appointment of PKF Sridhar &
Santhanam LLP, Chartered Accountants (Firm
Registration Number: 003990S/S200018), as
Statutory Auditors of the Company for a term
of Five (5) years i.e from the conclusion of 12^thAGM till the conclusion of the 17^th AGM of the
Company, to be held in the FY 2026-27 at such
remuneration in addition to applicable taxes, out
of pocket expenses, travelling and other expenses
as may be mutually agreed between the Board of
Directors of the Company and the Auditors.

Pursuant to Sections 139 and 141 of the Act,
along with the applicable Rules, the Company has
obtained a certificate from the Statutory Auditors
affirming their eligibility to remain in their role as

Auditors. Additionally, the Auditors have verified that
they have participated in the peer review process
conducted by the Institute of Chartered Accountants
of India (ICAI) and possess a valid certificate issued
by the Peer Review Board of the ICAI.

Details of fees paid to Statutory Auditor is
disclosed in Corporate Governance Report set out
in this report.

COST AUDITOR

Pursuant to Section 148 of the Act read with the
amended rules thereof, the Board of Directors
on the recommendation of the Audit Committee
appointed Mr. G Sundaresan, Cost Accountant as
the Cost Auditor of the Company for the FY 2025Â¬
26. The Board has recommended remuneration
to the shareholders for ratification at the ensuing
Annual General Meeting.

Mr. G Sundaresan has confirmed that his
appointment is within the limits of Section 139 of the
Act, and has also certified that he is free from any
disqualifications specified under Section 141 of the
Act. The Company has also received a certificate
from the Cost Auditor certifying his independence
and arm''s length relationship with the Company.

Pursuant to section 148 of the Act, the Company
is required to maintain the cost records and the
Company is accordingly maintaining such accounts
and records and the same are being audited as per
the requirement of the Act. The report of the Cost
Auditor shall be filed with the Central Government
in accordance with the rules framed thereunder.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
201 4, and Regulation 24A of the SEBI LODR,
the Board has appointed M/s. HVS & Associates,
Practicing Company Secretaries as Secretarial
Auditors of the Company for the FY 2024-25.

As per Section 204 of the Act, read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and as per the Regulation

24A SEBI LODR read with SEBI LODR (Third
Amendment) Regulations, the Board in its meeting
held on May 02, 2025 had recommended the
appointment of HVS & Associates, peer reviewed
Practicing Company Secretaries (Firm Registration
No. P2016TN048300), Chennai as Secretarial
Auditor of the Company for a period of 5 years from
FY 2025-26 to FY 2029-30, subject to approval of its
shareholders in its ensuing Annual General Meeting.

The Company had received required declarations/
consents from the Secretarial Auditors confirming
that they have been Peer Reviewed and are
eligible to be appointed as Secretarial Auditors.

COMMENTS ON AUDITORS'' REPORT

The Statutory Auditors, Secretarial Auditors
and Internal Auditors of the Company have not
reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of
the Act, including Rules made thereunder.

There were no qualifications, reservations or
adverse remarks or disclaimers made by the
Statutory Auditor and Secretarial Auditor in their
reports, respectively.

The Statutory Audit Report in the prescribed
format issued by Statutory Auditors is provided
in this Annual Report. The Secretarial Auditor''s
Report in the prescribed format issued by the
Secretarial Auditors is enclosed as Annexure V to
the Board''s Report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on Conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section
134(3) of the Act, read with the Companies
(Accounts) Rules, 2014 enclosed as Annexure VI
to the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI LODR,
the Management Discussion and Analysis (MDNA)
Report is set out in this Annual Report.

CORPORATE GOVERNANCE

Your Director''s always strive to follow good
Corporate Governance practices in the Company
to enhance long term shareholder value.

As required under Regulation 34 (3) read with
Schedule V (C) of the SEBI LODR, a report on
Corporate Governance is set out in this report and
the certificate as required under Schedule V (E)
of SEBI LODR is obtained from Statutory Auditor,
regarding compliance of conditions of Corporate
Governance is annexed to the Corporate
Governance Report.

Your Company is committed to maintaining the
highest standard of Corporate Governance. All the
Directors and the Senior Management personnel
have affirmed in writing their compliance with and
adherence to the Code of Conduct adopted by the
Company.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY

As per Regulation 34(2)(f) of the SEBI LODR,
the annual report for the top one thousand
listed entities based on market capitalization
shall contain a Business Responsibility and
Sustainability Report on the environmental, social
and governance disclosures.

For the FY ended March 31, 2025, your Company
falls under Top 1000 Listed Companies by market
capitalization in BSE Limited and National Stock
Exchange Limited.

The BRSR includes details on performance against
the nine principles of the National Guidelines on
Responsible Business Conduct and a report under
each principle, which is divided into essential and
leadership indicators. The Company practices
various business responsibility initiatives as per
the Business Responsibility and Sustainability
policy laying down the broad principles guiding the
Company in delivering various responsibilities to
its stakeholders.

The Business Responsibility and Sustainability
Report in terms of above regulation for FY 2024Â¬
25 is set out in this report.

ANNUAL RETURN

In terms of Section 92(3) and section 134(3)(a)
of the Act, the Annual Return of the Company is
available on the website of the Company https://
www.archeanchemicals.com/investor-relations/
admin/assets/products/4.%20Form%20MGT-7_
Draft.pdf

The annual return uploaded on the website is a
draft in nature and the final annual return shall
be uploaded at the same link on the Company''s
website once the same is filed with Ministry of
Corporate Affairs after the AGM.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("The Rules"), all unpaid or
unclaimed dividends are required to be transferred
by the Company to the Investor Education
and Protection Fund (IEPF) established by the
Central Government, after completion of seven
consecutive years from the date of transfer of
such amount to unpaid dividend account. Further,
according to the Rules, the shares in respect
of which dividend has not been paid or claimed
for seven consecutive years or more shall also
be transferred to the demat account of IEPF
Authority. There were no such instances requiring
any transfer by the company to the IEPF as of
March 31, 2025.

CODE OF CONDUCT

The Company has received confirmations from
the Board and the Senior Management Personnel
regarding their adherence to the Code of Conduct.
A certificate from the Managing Director in this
regard is set out in this Annual report.

MANAGING DIRECTOR/CHIEF FINANCIAL
OFFICER CERTIFICATE

A compliance certificate by Managing Director
and Chief Financial Officer as stipulated under

regulation 17 (8) read with Part B of Schedule II of
SEBI LODR is set out in this report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting
is required in respect of the following items as
there were no transactions / events on these items
during the year under review:

1. Proceedings under Insolvency and Bankruptcy
Code: No application has been made or any
proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016)
against the Company during the year under
review.

2. Deposits: The Company has not accepted any
deposit from the public within the meaning
of Section 76 of the Act, for the year ended
March 31, 2025.

3. Significant and Material Orders: There were
no significant material orders passed by
the Regulators / Courts / Tribunals which
would impact the going concern status of the
Company and its future operations.

4. Change in the nature of business, if any: There
was no change in the nature of business
activities during the year under review.

5. Material changes and commitments: There
were no material changes and commitments

affecting the financial position of the Company
occurred between April 01,2025, and the date
of signing this report.

6. Shares with differential rights: The Company
has not issued any equity shares with
differential rights as to dividend, voting or
otherwise during the FY 2024-25.

7. Sweat Equity Shares: The Company has not
issued any Issue of Shares (including Sweat
Equity Shares) to employees of the Company
under any Plan during FY 2024-25.

8. One time settlement with Banks: The
Company has not made any one-time
settlement for loans taken from the Banks or
Financial Institutions during FY 2024-25.

9. Revision in the financial statements and
Boards Report: There was no revision of
financial statements and the Board''s Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their
appreciation for the valuable support received by
the Company from Banks & Financial Institutions.
The Board thanks the employees at all levels for
their dedication, commitment and the hard work
put in by them for Company''s achievements.
The Directors are grateful to the Shareholders/
Stakeholders for their confidence and faith
reposed in Board.

For and behalf of the Board of Directors

P Ranjit S Meenakshisundaram

Date: May 02,2025 Managing Director Director

Place: Chennai DIN: 01952929 DIN: 01176085

Mar 31, 2024

The directors have pleasure in presenting the Fifteenth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.

Financial Performance

For financial year 2023-24, the standalone revenue from operations was ?1,32,958.31 lakhs as against ?1,44,106.59 lakhs during 2022-23, with a decrease of 7.74%. Net Profit after tax for the year was ?32,234.56 lakhs as against ? 38,365.38 lakhs in the previous year.

The standalone financial highlights of the Company for the year are:

Rs. in Lakhs
Particulars	2023-24	2022-23
Profit before depreciation and finance cost	51,102.73	67,854.65
Depreciation	6,999.66	6,850.89
Finance Cost	966.75	9,695.89
Profit before Tax	43,136.32	51,307.87
Tax expenses	10,901.76	12,942.49
Profit after Tax	32,234.56	38,365.38
Total comprehensive income	32,203.57	38,393.90
Earnings per share (Basic)	26.17	34.76
Earnings per Share (Diluted)	26.14	34.69

State of the Company''s affairs

On the performance highlights specifically, despite the uncertainties, your Company is pleased to report a resilient performance for the financial year 2023- 2024, registering a total income of INR 13,763 million. Overall, demand from the end-user market of bromine derivatives or bromine compounds continues to remain on stream, albeit a bit slower than it is expected, however, stable. The second segment is Industrial Salt segment and as you all are aware, Industrial Salt is an important product for the business and at the moment, contributing nearly 65% of your Company''s total revenue. This chemical being a grade 1 category is primarily manufactured by very few players around the world. Your Company is one of those and one of the largest in the world in that segment. For the year, your Company has crossed the 4 million marks in terms of volume. Your Company continues to remain optimistic in the Salt segment and expects to sustain its growth momentum in the coming years. Your Company''s focus will continue to be on leveraging market opportunities and to do more improvements on the ground in terms of the process and cost efficiencies to drive sustainable growth.

Dividend and transfer to General Reserve

The Board of Directors at their meeting held on 31^st October 2023 had declared the first interim dividend of Re. 1/- per equity share for the financial year 2023-24 and the same was paid on 24^th November 2023. Subsequently the Board at the meeting held on 03^rd February 2024 had declared the second interim dividend of Re. 1/- per equity share for the financial year 2023-24 and the same was paid on 24^th February 2024.

The Board has recommended a final dividend of Re. 1/- per equity share for the financial year ended 31^st March 2024 subject to the approval of Members at the ensuing Annual General Meeting of the Company.

The dividend recommended, subject to approval of members at the 15^th Annual General Meeting will be paid to all the members whose name appears in the register of members as on June 21, 2024 (being the record date fixed for this purpose).

The above recommendation of the dividend by the directors is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the link https://www.archeanchemicals.com/investor-relations/admin/assets/products/Dividend%20 Distribution%20Policy.pdf Share Capital

During the year under review, the Nomination and Remuneration Committee (NRC) allotted 3,43,980 equity shares of face value of ''2/- each upon exercise of stock options granted under âArchean Employee Stock Option Plan 2022 (ESOP 2022)â. As on 31^st March 2024, the authorised share Capital of the Company stood at ?32,00,00,000 divided into 16,00,00,000 equity shares of ''2/-each and consequent to the above allotment the paid-up share capital of the Company increased from ''24,63,02,538 divided into 12,31,51,269 equity shares of ''2/- each to ''24,67,93,938 divided into 12,33,96,969 equity shares of ''2/- each. Other than the above there is no change in the capital structure of the Company.

Employee Stock Option Scheme The Employee Stock Option scheme enables the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the

Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Scheme in accordance with the applicable ESOP Regulations

The details of the stock options granted under âESOP 2022â and the disclosures in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (ESOP Regulations) and Section 62(1)(b) of the Companies Act 2013, (Act) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is available on the website of the Company at www.archeanchemicals.com. The scheme is in compliance with the ESOP Regulations.

Directors and Key Managerial Personnel There is no change in composition of the Board. Mr. P Ranjit, Managing Director of the Company was re-appointed for further period of 5 years from 27^th November 2023 to 26^th November 2028 by the shareholders of the Company at the Annual General Meeting held on 26^th July 2023.

Mrs. Padma Chandrasekaran (DIN 06609477) was appointed as Independent Director of the Company with effect from 13^th November 2019 approved by the shareholders for a period of five years from 13^th November 2019 to 12^thNovember 2024. In accordance with the provisions of Section 149 (10) of the Act Mrs. Padma Chandrasekaran fulfils the eligibility criteria laid down for Independent Directors under the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, after consideration of the evaluation of Mrs. Padma Chandrasekaran performance by the Nomination and Remuneration Committee and the Board of Directors, the Board has thought it fit to re-appoint her as Independent Director for a further term of five (5) consecutive years from the date

of expiry of their present term of office, subject to approval of the shareholders, in accordance with the provisions of Section 149 (10) of the Act. The re-appointment of Mrs. Padma Chandrasekaran is placed in the ensuing Annual General Meeting (AGM) for the approval of the shareholders of the Company.

In accordance with Section 152(6)(c) of the Act Mr. P Ravi a Non-Executive Director of the Company, is due to retire by rotation. Being eligible for re-appointment, Mr. P Ravi has expressed his willingness to continue serving as a director of the company. The re-appointment of Mr. P. Ravi is placed in the ensuing Annual General Meeting (AGM) for the approval of the shareholders of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. P Ranjit, Managing Director, Mr. R Ragunathan, Chief Financial Officer and Mr. S Balasundharam, Company Secretary. During the year under review, Mr. S Balasundharam has been appointed as Company Secretary of the Company with effect from 11th August 2023 and Mr. G Arunmozhi, Company Secretary resigned on 11th August 2023.

Board of Directors and Committees

The composition of the Board of Directors and its Committees are in accordance with the Act and the SEBI LODR. The Corporate Governance Report given in Annexure IV to this report contains the composition of the Board of Directors of the Company and its Committees.

Number of meetings of Board of Directors

The Board met 5 (five) times during the year under review. The details of Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presented in a separate Annexure -I and forms part of this report. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the Consolidated Financial Statements, drawn up with the applicable Indian Accounting Standards (IndAs), forms part of this Annual Report.

The Consolidated profit after tax for the year 202324 was ''31,897.07 lakhs and the Consolidated Net Worth is ''1,70,155.05 lakhs as on March 31, 2024, as against ''38,255.92 lakhs and ''1,43,101.98 lakhs as on March 31, 2023, respectively.

Subsidiary Company

During the year under review the Company has incorporated two new subsidiary companies namely Idealis Chemicals Private Limited (Idealis) and Neun Infra Private Limited (Neun).

Idealis Chemicals Private Limited Idealis was incorporated on 05^th October 2023 as a wholly owned subsidiary company, which has been declared as the successful bidder for acquiring Oren Hydrocarbons Private Limited (Oren) as a going concern in the auction conducted by the liquidator of Oren in terms of the Insolvency and Bankruptcy Code, 2016. In consideration of having paid the full sale consideration in two tranches with the EMD of ''7,65,00,000 paid on 19.01.2024 and ''69,25,74,066 paid on 05.02.2024, the liquidator conveyed M/s. Oren Hydrocarbons Private Limited (in Liquidation) along with its assets (without liabilities and excluding plant & machinery located at company''s Gummidipoondi plant) to Idealis as a going concern basis under Regulation 32(e) of the IBBI (Liquidation Process) Regulations, 2016 on ''as is where is, as is what is, whatever there is and without recourse basis''. Your Company has made application to Hon''ble National Company Law Tribunal (NCLT), Chennai Bench for approval. The order of the NCLT is reserved.

Neun Infra Private Limited

It was incorporated on October 3, 2023 as a wholly owned subsidiary of the Company with a paid-up capital of ''3,00,00,000/- divided into 30,00,000 shares of ''10 each towards the initial subscription. SiCSem Private Limited (SiCSem)

Neun has incorporated a subsidiary Company SiCSem with an Authorised share capital amounting to ''5,00,000, divided into 50,000 equity shares of ''10/- each. Neun has invested ''3,50,000 out of ''5,00,000 in the Capital of SiCSem constituting 70% of the Capital. The main objects of SiCSem are setting up of a facility for manufacturing semiconductor. Thus, SiCSem will be the step-down subsidiary of your company. Acume Chemicals Private Limited (Acume) Acume has commissioned Phase1 of the production facility of Bromine derivative products at its manufacturing factory situated in the state of Gujarat with effect from March 14, 2024.

During the year the Company has invested an amount of ''3 crores each in equity shares of Idealis and Neun, wholly owned subsidiaries. Statement containing the salient features of the financial statements of the Subsidiary Companies as per Form AOC-1 is given in Annexure-II which forms part of the Director''s report.

Pursuant to the provisions of Section 136 of the Act, the financial statements along with relevant documents and separate audited financial

statements in respect of the subsidiaries are available on the website of the Company https://www.archeanchemicals.com/investor-relations/annual-report.php?id=MTc4.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed https://www.archeanchemicals. com/investor-relations/admin/assets/products/ Policy%20on%20Material%20Subsidiaries.pdf Fixed Deposits

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, for the year ended 31^st March 2024. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees or Investments are provided in the notes to the financial statements. Board Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) and Schedule IV of the Act, SEBI LODR an annual performance evaluation of the Board, the Directors as well as Committees of the Board have been carried out. The criteria for evaluation of the Board and Non-Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination & Remuneration Policy adopted by the Board.

The evaluation was carried out, taking into consideration the composition of the Board and availability of commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system to corporate social responsibility.

Independent Directors

The Company has received declarations from the Independent Directors to the effect that they meet the criteria of independence as provided in Section 149 of the Act.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act & SEBI LODR and are independent of the Management. All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

As per the above provisions, every independent director shall submit a declaration of compliance with sub-rule (1) and sub-rule (2) to the Board each time he/she submits the declaration required under sub-section (7) of section 149 of the Act. The Company has obtained a declaration to that effect from the Independent Directors.

Corporate Social Responsibility Corporate Social Responsibility is an integral part of the Company''s ethos and policy and it has been pursuing this on a sustained basis. In compliance to the above, the Company has constituted Corporate Social Responsibility Committee in accordance with the requirements of Section 135 of Act, and a Corporate Social Responsibility Policy containing the list of CSR projects/ programmes to be undertaken were formulated and approved by the Board. The policy is available on the website of the Company https://www.archeanchemicals. com/investor-relations/admin/assets/products/ Corporate%20Social%20Responsibility%20 Policy.pdf

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company

and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, the Board has taken on record the certificate from the Chief Financial Officer that CSR spends of the Company for financial year 2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

Risk Management

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Act and the SEBI (LODR). The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report.

Internal Financial Control System

The Management is responsible for establishing & maintaining internal controls for financial reporting. The Statutory Auditors have evaluated the system of internal controls of the Company and also reviewed their effectiveness and have reported that the same are adequate & commensurate with the size of the Company and the nature of its business.

They have also reviewed the internal controls pertaining to financial reporting of the Company to ensure that financial statements of the Company present a true and fair view of the state of affairs of the Company. In addition, Auditors in their report have also opined that the Company has in all material respects adequate internal financial control systems over financial reporting and the same were operating effectively as on 31^st March 2024.

The summary of the Internal Audit findings and status of implementation of action plans for risk

mitigation, are submitted to the Audit Committee every quarter for review, and concerns around residual risks if any, are presented to the Board. Vigil Mechanism/Whistle Blower Policy The Company has adopted a Whistle Blower Policy on Vigil Mechanism in accordance with the provisions of the Act and Regulation 22 of the SEBI (LODR), which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company''s Code of Business Conduct and Ethics.

The Code as well provides a direct access to the Chairman of the Audit Committee to make protective disclosures about grievances or violation of the Company''s Code. Brief details about the policy are provided in the Corporate Governance Report attached to this report.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors confirm:

a) that in the preparation of the annual financial statements, the applicable IndAS have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on

Related Party Transactions (RPT) and approved

by the Board. The policy on RPT is available

on the Company''s website at https://www.

archeanchemicals.com/investor-relations/

admin/assets/products/Related%20Party%20

Transaction%20Policy.pdf

All Related Party transactions that were entered

into by the Company during the financial year

2023-24, were in the ordinary course of business

and on arm''s length basis. The Company did not

enter into any material transaction with related

parties under Section 188 of the Act and the

Rules framed thereunder. There are no âMaterialâ

contracts or arrangement or transactions at arm''s

length basis and hence disclosure in form AOC-2

is not applicable.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

Significant and material orders passed by the regulators or courts

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Employees and details of remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ) is provided below:

a) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Sl. No.	Name of the Director/KMP	Designation	Ratio to Median Remuneration	% increase in the remuneration for the financial year
1	Mr. P Ranjit	Managing Director	424.56:1	20%
2	Mr. S Meenakshisundaram	Non- Executive Director	169.28:1	NA
3	Mr. C G Sethuram	Independent Director	0.72:1	NA
4	Mrs. Padma Chandrasekaran		1.01:1	NA
5	Mr. K M Mohandass		0.97:1	NA
6	Mr P Ravi	Non- Executive Director	0.46:1	NA

Note:

i. The Commission to Non-executive Durectors including Independent Directors for the financial year ended March 31,2024 will be paid subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company in accordance with SEBI LODR.

ii. The details of Sitting fee/ commission to Non-Executive directors are provided in the Corporate Governance report.

b) Percentage increase in remuneration of the following KMPs in the financial year:

Mr P Ranjit	Managing Director	20%
Mr R Raghunathan	Chief Financial Officer	15%
Mr G Arunmozhi¹	Company Secretary (upto August 11,2023)	NA
Mr S Balasundharam¹	Company Secretary (from August 11,2023)	NA

d) Number of permanent employees on the rolls of Company:

There were 288 numbers of permanent employees in the Company as on 31^st March 2024.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in remuneration is based on remuneration policy of the Company.

f) The key parameters for any variable component of remuneration availed by the directors

There was no variable component of remuneration availed by the directors except to the Commission paid to the Managing Director, proposed to be paid to the Non-executive Directors (subject to the approval of the shareholders). The parameters are in accordance with the Remuneration policy of the Company.

The Company affirms that the remuneration is as per the remuneration policy of the Company as approved by the Board of Directors The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the Anti Sexual Harassment policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassments. The following is a summary of sexual harassments complaints received and disposed off during each calendar year:

Sl. No	Particulars	Action Taken
1	Number of complaints received in the year	Nil
2	Number of Complaints disposed off during the year	Nil
3	Number of cases pending for more than 90 days	Nil
4	Number of workshops or awareness programmes carried out	2
5	Nature of action taken by the employer or distinct officer	Nil

Corporate Governance

The Company strongly believes that the spirit of Corporate Governance goes beyond the statutory form. Sound corporate governance is the key driver of sustainable corporate growth and longterm value creation for the stakeholders and the protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers.

Your Company is committed to maintaining the highest standard of Corporate Governance. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

A report on Corporate Governance along with the Statutory Auditor''s Certificate on its compliance in accordance with the provisions of SEBI LODR is given in Annexure-IV and forms an integral part of this Report.

Statutory Auditors

As per Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in 12^th AGM approved

the appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration Number: 003990S/S200018), as Statutory Auditors of the Company for a term of Five (5) years i.e from the conclusion of 12^th AGM till the conclusion of the 17^th AGM of the Company, to be held in the year 2026 at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with the amended rules thereof, the Board of Directors on the recommendation of the Audit Committee appointed Mr. G Sundaresan, Cost Accountant as the Cost Auditor of the Company for the financial year 2024-2025. The Board has recommended the remuneration to the shareholders for ratification at the ensuing Annual General Meeting.

Mr. G Sundaresan has confirmed that his appointment is within the limits of Section 139 of the Companies Act, 2013, and has also certified that he is free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying his independence and arm''s length relationship with the Company. Pursuant to section 148 of the Companies Act

2013, the Company is required to maintain the cost records and the Company is accordingly maintaining such accounts and records and same are being audited as per the requirement of the Act. The report of the Cost Auditor shall be filed with the Central Government in accordance with the rules famed thereunder.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. HVS &

Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year ended 31 ^st March 2024.

The report of the Secretarial Auditor is attached as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (''ICSI'').

Comments on Auditors'' Report There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and Secretarial Auditor in their reports, respectively. However, Statutory Auditors have cited the discrepancies on physical verification of inventory , which according to the company, it is consequent to natural calamities (Biparjoy cyclone) . The Statutory Auditors have mentioned in the report that the same has been properly dealt within the books of accounts. Further they have cited that there is a slight delay in the remittance of Provident Fund, which according to the Company it is mainly due to non-seeding of Aadhar against UAN by the concerned Employee. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Managing Director/Chief Financial Officer Certificate

A compliance certificate by Managing Director and Chief Financial Officer as stipulated under regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements), 2015 is given in Annexure-VI and forms part of the Directors'' Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) of the Act read with the Companies (Accounts) Rules, 2014 are under:

a. Conservation of energy:
(i)	the steps taken or impact on conservation of energy	On water conservation, Rain water harvesting 3.83 Mn m3, ground water saving of 2.1 Mn m3 utilizing rain water. For energy conservation, the company conserved a total of 2947 MWh of power from the Brine field section by water circuit modification. DM water reduction of 27131 M3 achieved by condensate recovery system.
(ii)	the steps taken by the Company for utilizing alternate sources of energy.	The company installed a solar panel system of 1.35 MW capacity. It will be operational on end of May
(iii)	the capital investment on energy conservation equipment''s	NIL
b. Technology absorption:
(i)	the effort made towards technology absorption		We have developed potassium schoenite manufacturing process for commercial scale operation
(ii)	the benefits derived like product improvement cost reduction product development or import substitution		Indigenization of CLR for Bromine developed
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) and its details		NIL
(iv)	the expenditure incurred on Research and Development		NIL
c. Foreign exchange earnings and outgo: (Amount in ? Lakhs)
Particulars				Year ended March 31,2024	Year ended March 31, 2023
Foreign Exchange Earnings				95,944.46	1,04,502.79
Foreign Exchange Outgo				8,817.44	17,301.61

Business Responsibility and Sustainability Report:

The Company practices various business responsibility initiatives as per the Business Responsibility and Sustainability policy laying down the broad principles guiding the Company in delivering various responsibilities to its stakeholders. The Business Responsibility and Sustainability Report in terms of Regulation 34(2) of SEBI LODR as applicable to the Company for the year 2023-24 is given in Annexure-VII and forms part of this report.

Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https:// www.archeanchemicals.com/investor-relations/ admin/assets/products/MGT-7.pdf

Proceedings under Insolvency and Bankruptcy Code

No application has been made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company during the year under review.

Change in the nature of business, if any

There was no change in the nature of business activities during the year under review.

Details in respect of frauds reported by the Auditors

During the year under review, there were no instances of fraud in the Company. This was also evidenced by the report of the Statutory Auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March 2024.

Company''s policy relating to directors'' appointment, payment of remuneration and discharge of their duties

Nomination and Remuneration Policy was adopted by the Board on 10^th August 2022 relating to directors'' appointment, payment of remuneration and discharge of their duties. The NRC Policy is available on the website of the Company https:// www.archeanchemicals.com/investor-relations/ admin/assets/products/Nomination%20and%20 Remuneration%20Policy.pdf

Material changes and commitments, if any, affecting the financial position of the Company which has occurred during the financial year of the Company to which the financial statements relate and to the date of this report There were no material changes and commitments affecting the financial position of the Company occurred during the financial year ended, i.e. 31^st March 2024 to which these financial statements relate and to the date of this report.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund Pursuant to Sections 124 and 125 of the Actâ read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âThe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. There were no such instances requiring any transfer by the company to the IEPF as of now.

Dematerialization of Equity Shares

As on 31^st March 2024, 12,33,96,969 equity shares representing 100% of the paid-up share capital of the Company are in Dematerialized mode.

Code of Conduct

The Company has received confirmations from the Board and the Senior Management Personnel regarding their adherence to the Code of Conduct.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company has not made any one-time settlement during the year under review with banks or financial institutions and therefore, this clause is not applicable.

Acknowledgements

The Directors wish to place on record their appreciation for the valuable support received by the Company from Banks & Financial Institutions. The Board thanks the employees at all levels for their dedication, commitment and the hard work put in by them for Company''s achievements. The Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in Board.

not applicable during the FY ended March 31, 2024

c) Percentage increase in the median remuneration of employees in the financial year

Increase in the median remuneration of employees in the financial year : 7.41%.

Mar 31, 2023

The Directors hereby presents the Fourteenth Annual Report (First Annual Report post IPO) on the performance of the Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023.

Financial Performance

For financial year 2022-23, the standalone revenue from operations was ''1,44,106.59 lakhs as against ''1,13,043.71 lakhs during 2021-22, with an increase of 27.5%. Net Profit after tax for the year was ''38,365.38 lakhs as against ''18,861.39 lakhs in the previous year.

The standalone financial highlights of the Company for the year are:

Rs. in Lakhs
Particulars	2022-23	2021-22
Profit before depreciation and finance cost	67,854.65	47,994.80
Depreciation	6,850.89	6,686.19
Finance Cost	9,695.89	16,166.86
Profit before Tax	51,307.87	25,141.75
Tax expenses	12,942.49	6,280.36
Profit after Tax	38,365.38	18,861.39
Total comprehensive	38,393.90	18,871.26
income
Earnings per share (Basic)	34.76	18.26
Earnings per Share (Diluted)	34.69	18.26

Dividend and transfer to General Reserve

The Board has recommended a dividend of Rs. 2.50 per equity share for the financial year ended 31st March 2023 subject to the approval of Members at the ensuing Annual General Meeting of the Company.

The dividend recommended, subject to approval of members at the 14th Annual General Meeting will

be paid to all the members whose name appear in the register of members as on July 21st 2023 (being the record date fixed for this purpose).

The above recommendation of the dividend by the Directors is in accordance with the âDividend Distribution Policyâ of the Company. The Policy is available on the website of the Company under the link https://www.archeanchemicals. com/wp-content/uploads/2023/06/Dividend-Distribution-Policy.pdf

During the year, the balance amount of Rs. 8,400 lakhs in Debenture Redemption Reserve has been transferred to General reserves.

Share Capital:

As on 31st March 2023, the Authorised Share Capital of the Company stood at '' 32,00,00,000 divided into 16,00,00,000 Equity Shares of '' 2/- each and the Paid-up Share Capital of the Company increased from ''19,26,66,810 divided into 9,63,33,405 Equity Shares of '' 2/- each to '' 24,61,05,978 divided into 12,30,52,989 Equity Shares of '' 2/- each.

â¢ The Company issued 69,40,715 equity shares against 6,72,000 Compulsorily Convertible Debentures issued by the Company.

â¢ The Company has issued 1,97,78,869 equity shares through Initial Public Offer.

Initial Public Offer of Equity Shares The equity shares of the Company were listed on November 21, 2022 in National Stock Exchange of India Limited (âNSEâ) and BSE Limited (âBSEâ) and pursuant to Initial Public Offering (âIPOâ) of the Company by way of a Fresh Issue of 1,97,78,869 shares and an Offer for Sale of 16,150,000 shares at a price of Rs.407/- including a premium of Rs. 405/- and the issue proceeds were Rs. 80,500 lakhs and 65,730 lakhs respectively.

Net proceeds after deducting IPO expenses is Rs.76,832 lakhs and Rs. 67,995 lakhs have been utilised during 2022-23, in line with the objects of the offer. Detailed Monitoring Agency Report for such utilization are received by the Company from its Monitoring Agency on quarterly basis affirming no deviation in utilisation of the issue proceeds from the object stated in offer documents and submitted to Stock Exchanges in compliance with the aforesaid regulations. The Company confirms that it has paid the Annual Listing Fees for 2022-23 to NSE and BSE.

Redemption of Non-Convertible Debentures:

Out of Rs. 84,000 lakhs Non-convertible debentures, the Company has during the year repaid Rs.19,600 lakhs in various tranches from the internal accruals. The Balance Rs. 64,400 lakhs was fully repaid to the Debenture holders on 19th November 2022 out of proceeds from initial public offer and thereby redeemed the entire Nonconvertible Debentures. The said NCDs were delisted from BSE Limited on 2nd January 2023. Employee Stock Option Scheme The Board had approved the âArchean Employee Stock Option Plan 2022 (ESOP 2022) for a maximum of 12,90,926 options and had also obtained necessary approval of the members of the Company in the Extra Ordinary General Meeting held on 01st February 2022. The said ESOP was ratified by the members on 26th March 2023, post listing. 4,91,400 shares were granted to its employees on 7th October 2022 with the vesting period from 1 year to 5 years.

Directors and Key Managerial Personnel There is no change in composition of the Board. During the year under review, Mr. G Arunmozhi has been appointed as Company Secretary of the Company with effect from 12th May 2022 and Mr. R Raghunathan has been appointed as Chief Financial officer of the Company with effect from 1st June 2022.

During the year under review, Mr. Abhishek Pandey, Company Secretary resigned on 11th May 2022 and Mr. E Sai Ram, Chief Financial officer resigned on 31st May 2022.

Board of Directors and Committees The composition of the Board of Directors and its Committees are in accordance with the Act and the SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015 (âSEBI LODRâ).

The Corporate Governance Report given in Annexure to this report contains the composition of the Board of Directors of the Company and its Committees.

Management Discussion and Analysis

The Management Discussion and Analysis is attached as annexure I to this report.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the Consolidated Financial Statements, drawn up with the applicable Indian Accounting Standards (Ind AS), forms part of this Annual Report.

The Consolidated profit after tax for the year 2022-23 was Rs. 38,255.92 lakhs and the Consolidated Net Worth is Rs. 1,43,101.99 Lakhs as on March 31, 2023 as against Rs.18,820.92 lakhs and Rs. 26,228.56 lakhs as on March 31, 2022, respectively.

Subsidiary Company

Acume Chemicals Private Limited (Acume) is in the process of commissioning the project. Refer Annexure-II to this report for statement containing the salient features of the financial statements of the Subsidiary Company as per Form AOC-1. Fixed Deposits

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013, for the year ended 31st March 2023. Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments are provided in the notes to the financial statements. Board Evaluation

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) and Schedule IV of the Act, and SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board have been carried out. The criteria for evaluation of the Board at a separate meeting of Independent Directors were carried out in accordance with the Nomination & Remuneration Policy adopted by the Board. The evaluation was carried out, taking into consideration the

composition of the Board and commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system to corporate social responsibility.

Independent Directors:

The Company has received declarations from the Independent Directors to the effect that they meet the criteria of independence as provided in Section 149 of the Companies Act 2013.

Corporate Social Responsibility The Company has constituted Corporate Social Responsibility Committee in accordance with the requirements of Section 135 of Companies Act, 2013, and a Corporate Social Responsibility Policy containing the list of CSR projects/ programmes to be undertaken were formulated and approved by the Board. The policy is available on the website of the Company at www.archeanchemicals.com . The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Risk Management

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Companies Act, 2013 and the Listing Regulations. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report.

Internal Financial Control System

The Management is responsible for establishing & maintaining internal controls for financial reporting. The Statutory Auditors have evaluated the system of internal controls of the Company and also reviewed their effectiveness and have reported that the same are adequate & commensurate with the size of the Company and the nature of its business.

They have also reviewed the internal controls pertaining to financial reporting of the Company to ensure that financial statements of the Company present a true and fair view of the state of affairs of the Company. In addition, Auditors in their report have also opined that the Company has in all material respects adequate internal financial control systems over financial reporting and the same were operating effectively as on 31st March 2023.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy on Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company''s Code of Business Conduct and Ethics. The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures about grievances or violation of the Company''s Code.

Directors'' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm:

a) that in the preparation of the annual financial statements, the applicable IndAS have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on Related

Party Transactions (RPT) and approved by the

Board. The policy on RPT is available on the

Company''s website at www.archeanchemicals. com.

All Related Party transactions that were entered into by the Company during the financial year 2022-23, were in the ordinary course of business and on arm''s length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no âMaterialâ contracts or arrangement or transactions at arm''s length basis and hence disclosure in form AOC-2 is not applicable.

Significant and material orders passed by the regulators or courts

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Employees and details of remuneration:
Sl.	Name of the Director/KMP	Designation	Ratio to	% increase in the
No.			Median	remuneration in
			Remuneration	the financial year
1	Mr. P Ranjit	Managing Director	100.41:1	13.5%
2	Mr. S Meenakshisundaram	Non- Executive Director	1.72:1	NA
2	Mr. C G Sethuram		1.31:1	NA
3	Mrs. Padma Chandrasekharan	Independent Director	1.58:1	NA
4	Mr. K M Mohandass		1.58:1	NA
5	Mr. E Sai Ram	Chief Financial Officer (upto 31st May 2022)	3.52:1	10.0%
6	Mr. Abhishek Pandey	Company Secretary (upto 11 May 2022)	0.17:1	20.0%
7	Mr. G Arunmozhi	Company Secretary (From 12th May 2022)	4.31:1	NA
8	Mr. R Raghunathan	Chief Financial Officer (From 1st June 2022)	11.27:1	NA

There were 265 numbers of permanent employees in the Company as on 31st March 2023

The median remuneration of employee of the Company during the financial year was Rs.5,50,992/- and percentage increase in the median remuneration of employee in the financial year is 19.7%.

Average percentile increase to non-managerial employees is 14.0% and a managerial employee is 14.5%.

It is affirmed that the remuneration paid or payable to Directors/KMPs and other median employees are as per the remuneration policy of the Company.

The information as per Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunaration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the Anti Sexual Harassment policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal complaints committee has been set up to redress complaints received regarding Sexual Harassments. The following is a summary of sexual harassments complaints received and

disposed off during the financial year:

Sl. No	Particulars	Action Taken
1	Number of complaints received in the year	Nil
2	Number of Complaints disposed off during the year	Nil
3	Number of cases pending for more than 90 days	Nil
4	Number of workshops or awareness programmes carried out	3
5	Nature of action taken by the employer or distinct officer	Nil

Corporate Governance

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure-IV and forms part of this Report.

Statutory Auditors

As per section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in 12th AGM approved the appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration Number: 003990S/S200018), as Statutory Auditors of the Company for a term of Five (5) years i.e from the conclusion of 12th AGM till the conclusion of the 17th AGM of the Company, to be held in the year 2026 at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with the amended rules thereof, the Board of Directors on the recommendation of the Audit Committee has appointed Mr. G Sundaresan, Cost Accountant as Cost Auditor of the Company for the financial year 2023-24. The Board has recommended the remuneration payable to the

above cost auditor for ratification of shareholders at the ensuing Annual General Meeting.

Pursuant to section 148 of the Companies Act 2013, the Company is required to maintain the cost records and the Company is accordingly maintaining such accounts and records.

Secretarial Auditor

M/s. HVS & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act 2013 and the rules made thereunder.

Further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of the Company for the financial year ended March 31, 2023 are given in the Annexure-V and forms part of this report.

Comments on Auditors'' Report

There were no qualifications, reservations or adverse remarks or disclaimers made by the

Statutory Auditor and Secretarial Auditor in their reports, respectively. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Managing Director / Chief Financial Officer Certificate

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are under:

a. Conservation of energy:
(i)	the steps taken or impact on conservation of energy	On water conservation, Company harvested the rainwater aggregating to 1.8 Mn m3 and consumed in plant wherever possible instead of Raw Water. Also, Company took a few initiatives to conserve water based on 3R quality tool which was the major milestone in water conservation. A few important ideas implemented are as listed below: - Domestic process water consumption was replaced with industrial water. - In Bromine plant, process water used for washing Bromine Bottles was replaced with low TDS water. - In Brine field, industrial water used for washing Pumps was replaced with low TDS water.
(ii)	the steps taken by the Company for utilizing alternate sources of energy.	Company is in discussion with solar energy system providers for installation of solar panels in the factory. The Company has also obtained necessary approvals for setting up a transmission line to draw power from the grid. This will also facilitate the Company to do power trading with renewable power production units, which is its primary focus. Project is in progress

(iii)	the capital investment on energy conservation equipment''s		NIL
b. Technology absorption:
(i)	the effort made towards technology absorption				NIL
(ii)	the benefits derived like product development or import substitution		improvement cost reduction product		NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) and its details				NIL
(iv)	the expenditure incurred on Research and Development				NIL
c. Foreign exchange earnings and outgo: (Amount in '' Lakhs)
Particulars		Financial Year ended 31st March 2023		Financial Year ended 31st March 2022
Foreign Exchange Earnings		1,04,502.79		79,488.00
Foreign Exchange Outgo		17,301.61		81,13.00

Business Responsibility and Sustainability Report:

The Company practices various business responsibility initiatives as per the Business Responsibility and Sustainability policy laying down the broad principles guiding the Company in delivering various responsibilities to its stakeholders. The Business Responsibility and Sustainability Report in terms of Regulation 34(2) of SEBI LODR as applicable to the Company for the year 2022-23 is given in Annexure-VII and forms part of this report.

Annual Return

The Annual Return pursuant to provisions of section 92 read with rule 12 of The Companies (Management and Administration) Rules, 2014 is hosted in Company''s website www.archeanchemicals.com.

Secretarial Standards

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India (ICSI) as per Section 118(10) of the Act.

Proceedings under Insolvency and Bankruptcy Code

No application has been made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company during the year under review.

Change in the nature of business, if any There was no change in the nature of business activities during the year under review.

Details in respect of frauds reported by the Auditors

Company''s policy relating to directors appointment, payment of remuneration and discharge of their duties

Nomination and Remuneration Policy was adopted by the Board on 29th January 2022 relating to directors appointment, payment of remuneration and discharge of their duties.

Transfer to Reserves

Company has transferred Rs. 84 crores from the Debenture Redemption Reserve during the year under review.

There were no material changes and commitments affecting the financial position of the Company occurred during the financial year ended, i.e. 31st March 2023 to which these financial statements relate and to the date of this report.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared in the earlier years.

Dematerialization of Equity Shares

As on 31st March 2023, 12,30,52,989 equity shares representing 100% of the paid-up share capital of the Company are in Dematerialized mode.

Opinion of the Board about the Independent Directors appointed during the year

No independent directors were appointed during the year and hence, Opinion of the Board about the Independent Directors appointed during the year does not arise.

Code of Conduct

The Company has formulated a Code of Conduct for the Board members and Senior Management Personnel. All the Board members and Senior Management personnel have affirmed compliance with above code.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company has not done any one time settlement during the year under review with banks or financial institutions and therefore, this clause is not applicable.

Acknowledgments

The Directors wish to thank Banks & financial institutions for their continued support. The Company wishes to thank its customers, suppliers and the communities around its plants for their continued support. The Company continues to have the full co-operation of all its employees.

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