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:

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 “Dividend Distribution Policy” 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 “Archean Employee Stock Option Plan 2022 (ESOP 2022)”. 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 “ESOP 2022” 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^th November 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 “Material”

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 (“Rules”) 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

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:

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:

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:

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 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 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.

1

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%.