Archean Chemical Industries Ltd

Dear Members,

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.

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.

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

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 longterm 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·Industrial Salt · 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 · 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.

During the FY 2024-25, the Board of Directors (“Board”/”Directors”) 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 payout 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”), 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

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

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).

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.

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 NonExecutive 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.

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.

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) NonExecutive 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 / reappointment 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 NonExecutive Independent Director.

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

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.

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 (“NRC”), 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^th AGM 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

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.

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.

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.

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 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 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.

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.

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.

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).

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:

• 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;

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

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

• 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

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:

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.

b) Percentage increase in remuneration of the following KMPs:

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 202425: 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.

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

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

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.

The details of the subsidiary companies are as given below:

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.

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.”

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.

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 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 202324 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 covered under the provisions of Section 186 of the Act are set out in the notes to the financial statements.

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 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 ofMr. 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.

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.

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 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.

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.

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

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.

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

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^th AGM 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.

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 202526. 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.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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.

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.

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.

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

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.

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 202425 is set out in this report.

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.

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.

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.

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.

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.

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.

The Company had instituted Employee Stock Option Plans (ESOP) for the benefit of eligible persons, with the following objectives:

• Encourage employees to continue contributing to the success and growth of the organization;

• Attract, retain and motivate employees;

• Create a sense of ownership within the organization;

• Encourage and align the interest and performance of the employees with those of the organization;

• Reward employees with ownership in proportion to their contribution;

In line with the above, ESOP had been formulated by the Company, which is given below:

At the Extra-Ordinary General Meeting held on February 01,2022, the Members had approved issue of 12,90,926 stock options convertible into equity shares of Rs. 2/- each. Subsequently the same was ratified by the members at the Annual General Meeting held on June 28, 2024. The Company in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, (as amended from time to time) 1999, framed a detailed plan in this regard. The options granted have a vesting period of 1 year and exercise period of 5 years from the date of the vesting of the final lot.

Details of option granted:

Details of option allotted:

Notes: out of 4,91,400 options granted, 24,570 options elapsed, due to resignation of employees.

III. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed:

The Company recognises compensation expense relating to share based payments in accordance with Ind AS 102 Share-based Payment. Stock options granted by the Company to its employees are accounted as equity settled options. Accordingly, the estimated fair value of options granted that is determined on the date of grant, is charged to statement of Profit and Loss on a straight line basis over the vesting period of options, with a corresponding increase in equity

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

(Information in respect of each subsidiary to be presented with amounts in Rupees Lakhs, unless otherwise stated)

Notes: 1. Names of subsidiaries which are yet to commence operations - Neun Infra Private Limited,

Idealis Chemicals Private Limited, Idealise Mudchemie Private Limited and Sicsem Private Limited are yet to commence its commercial operations.

2. No subsidiaries have been liquidated or sold during the year.

Part B - Associate Companies & Joint ventures - The Company does not have any associate or joint venture Companies as on March 31, 2025.

1. Details of contracts or arrangements or transact ions not at arm's length basis

2. Details of material contracts or arrangement or transactions at arm's length basis

2 Composition of CSR Committee as on 31.03.2025

(f) Excess amount for set-off, if any:

* Excluding the amount Rs.190 Lakhs committed for ongoing project.

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created / acquired - Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial year:

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub-section (5) of section 135: Not Applicable

To,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ARCHEAN CHEMICAL INDUSTRIES LIMITED (CIN: L24298TN2009PLC072270)

(hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year 1^s1 April, 2024 to 31^s1 March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms, and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025, made available to us, according to the provisions of the following Laws and Regulations, as applicable to the Company, during the period of audit:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to extent applicable.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

c. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

d. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

e. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable)

f. Securities and Exchange Board of India (Issue of capital and Disclosure Requirements) Regulations, 2018;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable)

(vi) The Management has identified and confirmed the Sector Specific Laws as applicable to the Company, being in Chemical Sector as given in Annexure - A.

During the period under review, we have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India with effect from 1^st July 2015, as amended from time to time.

b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder (“the Listing Regulations”).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to the following events:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. During the year under review, the Nomination and Remuneration Committee meeting held on 08^th May, 2024 recommended the reappointment of Mrs. Padma Chandrasekaran, Independent Director, for further period of 5 years from 13^th November, 2024 to 12^th November 2029, and her reappointment was approved by members at the Annual General Meeting (AGM) of the Company held on 28^th June, 2024.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent as per the Act, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Based on the Minutes made available to us, we report that all the Board and Committee decisions were passed unanimously/ required majority.

(iv) As represented by the Management and relied upon the same by us, there are adequate systems and processes in the Company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

(v) The Compliance by the Company of applicable financial laws like Direct and Indirect Tax Laws, and other financial laws has not been reviewed in this audit since the same has been subject to review by statutory financial audit and other designated professionals.

(vi) The Company entered into a Memorandum of Understanding (MoU) dated August 10, 2010, with the Government of Gujarat (GoG) for a land lease, which expired on July 31, 2018. The Company submitted an application for renewal on December 28, 2017. As per the MoU with GoG, the lease term may be extended for a duration and under conditions mutually agreed upon at the time of renewal. Additionally, GOG circular no 1597/1372m; dated October 9, 2017, states that such leases can be extended for a period of thirty years. The Company has been receiving annual demand notes for the revised lease rent in accordance with the said circular and has been making the corresponding payments. Based on the facts outlined above and considering similar experiences with lease renewals in other group companies, the management is confident of securing the renewal of the land lease. The useful life of Property, Plant and Equipment (PPE) and Right-of-Use (ROU) assets has been determined by the management on the assumption that the lease will be extended. The entire production facility is situated on this leased land.

(vii) During the reporting period, Idealis Chemicals Private Limited (CIN: U20299TN2023PTC164103), a wholly- owned subsidiary of the Company, was declared the successful bidder in the auction conducted by the liquidator of Oren Hydrocarbons Private Limited ('Oren') under the Insolvency and Bankruptcy Code, 2016, for acquisition of Oren as a going concern. The sale consideration of Rs. 7,690.74 lakhs was duly paid, and the Liquidator issued the Sale Certificate dated 22^nd February 2024 in favour of Idealis Chemicals Private Limited. Pursuant to the Order of the Hon'ble NCLT uploaded on 10^th July 2024, granting requisite reliefs and directions, Oren became a step-down subsidiary of the Company. Further, the name of the entity was changed from Oren Hydrocarbons Private Limited to Idealis Mudchemie Private Limited with effect from 9^th October 2024.

(viii) At the Board of Directors meeting held on 25th October 2024, the Company approved the following investments to be made in one or more tranches:

(a) Clas-SiC Wafer Fab Limited, U.K. - Approval was granted for an equity investment of GBP 15 million, along with an additional investment of up to GBP 2 million in the form of a floating-rate unsecured loan to Clas-SiC Wafer Fab Limited.

(b) Offgrid Energy Labs Inc., Delaware, USA - Approval was granted for an equity investment of USD 12 million, representing a 21% shareholding in Offgrid Energy Labs Inc.

(ix) Pursuant to Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had delayed the appointment of a qualified Company Secretary as Compliance Officer by 92 days. Subsequently, the Company received a notice from NSE in this regard. In response, the Company filed an application seeking waiver/reduction of the fine. After considering the representation, NSE granted partial relief, and the Company paid a reduced fine of Rs. 35,000/- plus applicable GST to settle the matter.

a) The Company had allotted equity shares against the exercise of the 30,713 Options, granted to certain employees of the Company at face value of Rs. 2/- each fully paid-up under the Archean Employee Stock Option Plan 2022' (“ESOP 2022” / “Plan”).

b) During the year under review there were no instances of buy-back of securities.

c) During the year under review there were no instances of Merger / amalgamation / reconstruction, etc. other events involving the Company.

d) Foreign technical collaborations - No foreign technical collaborations were entered into by the Company, except for the investment made by the Company during the year under review.

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are under: