FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the Financial Year ended March 31, 2026 and March 31, 2025 are as follows:
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2025-26 |
|
FY 2024-25
|
FY 2025-26 |
|
FY 2024-25
|
|
Revenue from operations
|
1,04,153.98
|
1,01,379.02
|
1,08,105.07
|
1,04,101.79
|
|
Total Income
|
1,08,875.06
|
1,06,344.54
|
1,10,799.98
|
1,07,830.09
|
|
Profit before depreciation and finance cost
|
30,804.24
|
37,212.14
|
26,573.14
|
35,143.74
|
|
Depreciation
|
8,006.23
|
7,305.74
|
9,288.87
|
7,938.45
|
|
Finance Cost
|
1,771.60
|
911.45
|
2,574.68
|
810.33
|
|
Profit before exceptional Item
|
21,026.41
|
28,994.95
|
14,709.59
|
26,394.96
|
|
Exceptional Items
|
0
|
(4,018.27)
|
0
|
(4,018.27)
|
|
Profit before Tax
|
21,026.41
|
24,976.68
|
14,709.59
|
22,376.69
|
|
Tax expenses
|
5,589.12
|
6,484.34
|
4,168.78
|
6,162.20
|
|
Profit after Tax
|
15,437.29
|
18,492.34
|
10,540.80
|
16,214.49
|
|
Total comprehensive income
|
15,413.59
|
18,476.48
|
10,517.56
|
16,198.63
|
|
Earnings per share (Basic)
|
12.51
|
14.98
|
8.66
|
13.13
|
|
Earnings per Share (Diluted)
|
12.50
|
14.97
|
8.65
|
13.12
|
STATE OF THE COMPANY'S AFFAIRS
During the FY 2025-26, your Company, continued to strengthen its position as a leading global supplier of specialty marine chemicals and industrial minerals. The Company demonstrated resilience and operational excellence amidst a dynamic global economic environment characterised by supply chain realignments, evolving regulatory landscapes, and fluctuating demand across end-use industries.
Operational Performance Overview
The Company maintained stable operations across its core product segments-Liquid Bromine, Industrial Salt, and Sulphate of Potash (SOP). Focus on process optimisation, cost efficiencies, and improved resource utilisation enabled the Company to sustain competitive margins while ensuring consistent product quality and supply reliability to customers worldwide.
Liquid Bromine Business
The Company's Liquid Bromine Segment leveraged its integrated production capabilities and strategic location advantages to cater to growing global demand across applications such as flame retardants, water treatment, pharmaceuticals, and agrochemicals.
Despite periodic volatility in international bromine prices, the Company maintained strong customer relationships and expanded its presence in key export markets. Continued emphasis on operational efficiency and safety ensured stable production levels and adherence to global quality standards.
Your Directors are pleased to present the Seventeenth Annual Report of the Company (“ACIL or Archean Chemical”) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31,2026.
FINANCIAL PERFORMANCE
In the Financial Year (“FY”) 2025-26, the standalone revenue from operations was Rs. 1,04,153.98 Lakhs as against Rs. 1,01,379.02 Lakhs during 2024-25, with a Increase of 2.74%.
Net Profit after tax for FY 2025-26 was Rs. 15,437.29 Lakhs as against Rs. 18,492.34 Lakhs in the previous year.
For FY 2025-26, the consolidated revenue from operations was Rs. 1,08,105.07 Lakhs as against Rs. 1,04,101.79 Lakhs during FY 2024-25, with a Increase of 3.85%. Net Profit after tax for FY 2025-26 was Rs. 10,540.80 Lakhs as against Rs. 16,214.49 Lakhs in the previous year.
For more details on the Consolidated and Standalone performance, please refer to Management Discussion and Analysis Report and the Financial Statements.
Industrial Salt Business
Industrial Salt remained a key revenue driver during the year and the division delivered steady performance, supported by consistent demand from the chlor-alkali, water treatment, and chemical processing industries. The Company's large-scale salt production infrastructure and cost-effective operations enabled it to remain a preferred supplier in both domestic and international markets.
Strategic initiatives focused on improving yield, optimizing logistics, and enhancing supply chain efficiencies contributed positively to the segment's overall performance.
Sulphate of Potash (SOP) Business
The Sulphate of Potash segment witnessed gradual growth during the year, driven by increasing awareness and adoption of high-value fertilizers in agriculture. SOP continued to gain traction due to its suitability for chloride-sensitive crops and its role in improving crop yield and quality.
The Company focused on strengthening its market presence, enhancing distribution networks, and promoting the agronomic benefits of SOP among farmers and agri-input stakeholders.
Market Outlook and Strategic Direction
Looking ahead, the Company remains optimistic about long-term growth prospects across all its business segments. Rising global demand for bromine derivatives, increasing industrialisation, and the growing need for sustainable agricultural inputs are expected to provide significant growth opportunities.
The Company will continue to focus on:
• Expanding its global footprint and customer base
• Enhancing operational efficiencies and cost competitiveness
• Investing in sustainability and environmentally responsible practices
• Strengthening value-added product offerings
Overall, FY 2025-26 has been a year of stable performance and strategic progress for ACIL. The Company remains well-positioned to capitalise on emerging opportunities and deliver sustained value to its stakeholders through its integrated business model and strong operational capabilities.
DIVIDEND
During FY 2025-26, the Board of Directors (“Board”/”Directors”) has recommended a final dividend of
Rs. 3/- per equity share for the financial year ended March 31, 2025 and the same has been approved by the Members at the 16th Annual General Meeting of the Company held on June 02, 2025 and this entailed an outflow of Rs. 3,702.83 Lakhs with a pay-out ratio of 150%.
Your Directors have pleasure in recommending a dividend of Rs. 2.50/- per equity share for the financial year ended March 31, 2026 subject to the approval of Members at the ensuing Annual General Meeting (“AGM”) of the Company. This would entail an outflow of Rs. 3086.46 Lakhs with a pay-out ratio of 125%. Upon approval of Members, it will be paid to all the Members whose name appears in the register of members as on June 05, 2026 (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 Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the members & the above recommendation of the dividend by the Board is in accordance with the “Dividend Distribution Policy” of the company and the same is available on the website under the link: https://www.archeanchemicals.com/investor-relations/ admin/assets/products/Dividend%20Distribution%20Policv. pdf.
TRANSFER TO RESERVE
The Directors has decided to retain the entire amount of profits for FY 2025-26 in the retained earnings.
TAXATION
The Company has made a current tax provision of Rs. 5,384.87 Lakhs [PY: 6,531.62 Lakhs].
Current tax adjustments of earlier years is Rs. (31.33) Lakhs as against Nil during the previous year.
The deferred tax for the Financial Year ended March 31, 2026 is Rs. 235.58 Lakhs (PY: Rs. (47.28) Lakhs).
SHARE CAPITAL
During FY 2025-26, 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, 2026, 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. 24,68,55,364 divided into 12,34,27,682 equity shares of Rs. 2/- each to Rs. 24,69,16,788 divided into 12,34,58,394 equity shares of Rs. 2/- each.
Other than the above, there is no change in the capital structure of the Company during the year.
EMPLOYEE STOCK OPTION SCHEME
During FY 2025-26, the Board had allotted 30,712 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 Company has in place an Employee Stock Option Scheme to incentivise and retain select senior management personnel and key employees. The Nomination and Remuneration Committee (“NRC”) administers and monitors the Scheme in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (ESOP Regulations) and other applicable laws.
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 scheme is in compliance with the ESOP Regulations.
During the year, no ESOP were granted to Non-Executive Non-Independent Directors.
No Option grantee was granted options/shares during the year, equal to or exceeding 1% of the issued capital.
The Company does not have any Scheme for issue of sweat equity to the employees or Directors of the Company.
A certificate from Secretarial Auditor, with respect to implementation of the above Employee Stock Option Schemes 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 Corporate Office of the Company during normal business hours on any working day.
DEPOSITORY SYSTEM
Your Company's shares are in compulsorily tradable securities in electronic form. As on March 31, 2026, Equity Shares 12,34,58,394 representing 100% of the paid-up share are in dematerialised form.
INCOME TAX PROCEEDINGS
During the year under review, the Income Tax Department conducted search proceedings under Section 132 of the Income-tax Act, 1961 at certain offices, plants and other premises of the Company and its subsidiary companies, as well as at the residences of certain Directors and employees, during the period from September 04, 2025 to September 09, 2025. The proceedings were subsequently continued through certain revisits by the authorities.
The Company and its representatives extended full cooperation and provided the information and documents sought by the authorities from time to time. As on the date of this Report, no order or demand has been received by the Company pursuant to the said proceedings. The matter is being monitored by the Management and the impact thereof, if any, is presently not ascertainable.
BOARD OF DIRECTORS
As on March 31, 2026, your Board comprises of seven (7) Directors with an optimum combination of Executive and Non-Executive Directors. Out of seven (7), three (3) are Independent Directors including an Independent Woman Director, two (2) are Non-Executive Non-Independent Directors and two (2) are Executive Directors of the Company. Mr. P Ranjit, Executive Vice Chairman (Whole¬ Time Director), Mr. P Ravi, Non-Executive Director and M/s. Chemikas Speciality LLP are the Promoters of the Company.
During the year, following appointment/re-appointment of Directors took place:
a) Retirement by rotation and re-appointment of Mr. S Meenakshisundaram, (DIN: 01176085) as Non-Executive Director.
b) Mrs. Padma Chandrasekaran (DIN: 06609477) Independent Director, designated as the Non-Executive Chairperson of the Board.
c) Elevated Mr. P Ranjit (DIN: 01952929) from Managing Director to Executive Vice Chairman (Whole-Time Director).
d) Appointment of Mr. Rampraveen Swaminathan (DIN: 01300682) as Managing Director of the Company.
The Company had formulated a Code of Conduct for the Directors and Senior Management Personnel and the same has been complied with.
Retirement by Rotation and Re-Appointment
In accordance with Section 152(6) of the Act and Articles of Association of the Company, Mr. P Ravi, (DIN: 02334379) a Non-Executive Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company.
A brief resume of the Director being re-appointed, the nature of expertise in specific functional areas, names of companies in which he holds Directorships, Committee Memberships/Chairpersonships, his shareholding in the Company etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.
Independent Directors
The Independent Directors of the Company hold office for a fixed term of five (5) years from the date of their appointment and are not liable to retire by rotation.
The Company has received declarations from all Independent Directors pursuant to Section 149(7) of the Act, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and the SEBI LODR. The Independent Directors have also complied with the Code for Independent Directors as set out in Schedule IV to the Act.
In terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (“IICA”) and are exempted/qualified the online proficiency self-assessment test, as applicable.
Based on the recommendation of the NRC, the Directors at its meeting held on May 11, 2026, has evaluated the performance and contribution of the following Independent Directors and recommended their re-appointment to the Members for a second term of five (5) consecutive years:
• Mr. Kandheri Munuswamy Mohandass (DIN: 00707839)
- from December 06, 2026 to December 05, 2031
• Mr. Chittoor Ghatambu Sethuram (DIN: 01081951)
- from December 06, 2026 to December 05, 2031
Both the above, Independent Directors are currently serving their first term from December 06, 2021 to December 05, 2026 and are eligible for re-appointment.
The Company had issued letter of appointment to the Directors. In accordance with Regulation 46 of the SEBI LODR, 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.
Details of familiarisation programmes imparted to Independent Directors are provided in the Corporate Governance Report Section of this Annual Report and the same is available at the Company's website, at the following weblink:https://www. archeanchemicals.com/investor-relations/annual-report. php?id=MTc0.
Details of Remuneration to Directors
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/annual- report.php?id=MTY5.
Number of meetings of the Board
The Board met 7 (Seven) times during FY 2025-26 on May 02, 2025, July 28, 2025, November 14, 2025, January 19, 2026, February 04, 2026 March 19, 2026 and March 25, 2026. The details of Board meetings and attendance of the Directors are provided in the Corporate Governance Report Section of this Annual Report.
Diversity
Your Company recognises that a diverse Board enhances the effectiveness of its deliberations and decision-making. An appropriate balance of skills, experience, industry knowledge and perspectives enables the Board to discharge its responsibilities efficiently and supports sustainable long¬ term value creation for stakeholders.
Policy on Directors' Appointment and Remuneration:
Your Company's policy is to maintain an appropriate mix of Independent and Non-Independent Directors to ensure Board independence and an effective separation between governance and management functions.
In accordance with Section 134 and 178 of the Act, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees are outlined as part of Nomination and Remuneration Policy of the Company and salient features of the same are disclosed in this report.
NRC of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/ experience, areas of expertise and independence of the individual.
BOARD EVALUATION
In accordance with the provisions of the Act and the SEBI LODR, the Board carried out the annual performance evaluation of the Board as a whole, its Committees and individual Directors, based on the criteria laid down by the NRC.
The evaluation criteria included, inter alia, attendance, participation, expertise, contribution at Board and Committee meetings, composition of the Board and Committees, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, financial performance oversight, existence of an integrated risk management system, flow of information, Board culture and diversity, execution of specific duties, obligations and governance responsibilities.
The evaluation was carried out through a structured questionnaire, circulated electronically and/or in physical mode, covering various aspects of Board functioning, Committee effectiveness, individual performance and governance processes.
In accordance with Regulation 25(4) of the SEBI LODR, the Independent Directors, at their separate meeting, evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board.
In accordance with Regulation 17(10) of the SEBI LODR, the Board evaluated the performance of the Independent Directors and observed that their performance was satisfactory and that their participation and deliberations were beneficial to the Board and Committee meetings.
In accordance with Regulation 4(2) of the SEBI LODR, the Board reviewed the evaluation framework and observed that the same was adequate and effective.
The Board's observations on the evaluation for the year under review, carried out on May 11, 2026, were broadly in line with previous years and no specific action was warranted based on the current year evaluation. The Company will continue to familiarise its Directors with industry, technological, statutory and regulatory developments having a bearing on the Company and the industry, to enable them to effectively discharge their duties.
The Board is of the opinion that all Directors, including the Independent Directors, possess the requisite qualifications, integrity, expertise and experience in diverse fields such as science and technology, digitalisation, strategy, finance, governance, safety and sustainability etc.
BOARD COMMITTEES
The Board had following Committees during FY 2025-26:
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 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, Mr. S Meenakshisundaram, Member and Mrs. Padma Chandrasekaran, Member. A detailed note on the attendance, composition of the Board and Committees along with other disclosures are provided in the Corporate Governance Report Section of this Annual Report.
Meetings of Board and Committees held during the year are in compliance with the Act & SEBI LODR read with circulars and notifications issued by Ministry of Corporate Affairs and SEBI in this regard.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Company's Directors make the following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:
a) In that the financial statements for the year ended March 31, 2026 have been prepared in conformity with Indian Accounting Standards (Ind AS) and requirements of the Act and that of guidelines issued by SEBI, to the extent applicable to the Company along with proper explanation relating to material departures, the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period,
b) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,
c) The directors had prepared the annual accounts on a going concern basis,
d) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are as follows:
• Mr. P Ranjit
Executive Vice Chairman (Whole-Time Director),
• Mr. Rampraveen Swaminathan Managing Director,
• Mr. N R Kannan
KMP (Executive Director),
• Mr. R Natarajan
Chief Financial Officer; and
• Mr. Vijayaraghavan N E
Company Secretary & Compliance Officer.
During FY 2025-26, based on the recommendation of the NRC, the Directors at its meeting held on January 19, 2026, approved the appointment of Mr. Rampraveen Swaminathan as an Additional Director in the capacity of Managing Director with effect from January 22, 2026 and Mr. P. Ranjit, erstwhile Managing Director, was elevated as Executive Vice Chairman in the designation of Whole-Time Director of the Company with effect from January 22, 2026.
The aforesaid appointment and elevation/re-designation were subsequently approved by the Members through postal ballot on March 12, 2026.
Mr. N R Kannan, ceased to be a Key Managerial Personnel with effect from the close of business hours on April 30, 2026.
There were no other changes in the Key Managerial Personnel during the year under review.
REMUNERATION POLICY
In accordance with Section 178 of the Act, the NRC of your Company 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 ensure that the level and composition of remuneration is reasonable and sufficient, to attract, retain and motivate Directors and employees, and that the relationship of remuneration to performance is clear and aligned with the long-term objectives of the Company. It also lays down the criteria for determining qualifications, positive attributes and independence of Directors.
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. The NRC recommends to the Board the remuneration payable to Directors, which is within the limits prescribed under the Act and where required, approved by the Members.
The Company follows a compensation structure comprising fixed pay, benefits and performance-linked variable pay, based on the performance of the Company and individual performance assessed through an annual appraisal process.
The Erstwhile Managing Director Mr. P Ranjit, 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. The present Managing Director Mr. Rampraveen Swaminathan, was paid a fixed monthly remuneration in the form of salary and Performance Linked Annual Variable Pay. Non-Executive Directors are paid remuneration by way of sitting fees based on their participation in the Meetings and Commission paid annually.
The remuneration paid to Directors is within the limits prescribed under Section 197 of the Act and approved by the Board and Members, wherever applicable. 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 are as follows:
• 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,
• The relationship of remuneration to performance is clear and meets appropriate performance benchmarks,
• Remuneration to Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel 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 Policy ensures compliance with applicable statutory requirements and such other functions as may be mandated by the Board or regulatory authorities from time to time.
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/annual-report.php?id=MTYx.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement of disclosures with respect to the remuneration of Directors, KMP and Employees are in accordance with Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is given below:
a) Ratio of the remuneration of each director to the median remuneration of the employees of the Company:
|
Sl.
No.
|
Name of the Director/KMP
|
Designation
|
Ratio to Median Remuneration
|
% Increase in the remuneration for the financial year
|
|
1
|
Mr. P Ranjit
|
Executive Vice Chairman (Whole-Time Director)
|
125.42:1
|
7%
|
|
2
|
Mr. Rampraveen Swaminathan
|
Managing Director
|
13.41:1
|
-
|
|
3
|
Mr. S Meenakshisundaram
|
Non- Executive Director
|
2.30:1
|
-
|
|
4
|
Mrs. Padma Chandrasekaran
|
Independent Director
|
2.30:1
|
-
|
|
5
|
Mr. C G Sethuram
|
Independent Director
|
2.30:1
|
-
|
|
6
|
Mr. K M Mohandass
|
Independent Director
|
2.30:1
|
-
|
|
7
|
Mr. P Ravi
|
Non- Executive Director
|
-
|
-
|
Note:
i. The Commission to Whole-Time Director & Non-executive Directors including Independent Directors for the financial year ended March 31, 2026 will be paid subject to the approval of the financial statements for the year ended March 31, 2026 by the Members at the ensuing AGM 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:
|
Sl.
No.
|
Name of the Director/KMP
|
Designation
|
% increase in the remuneration for FY 2025-26
|
|
1
|
Mr. N R Kannan#
|
Executive Director-KMP
|
7%
|
|
2
|
Mr. R Natarajan*
|
Chief Financial Officer
|
NA
|
|
3
|
Mr. Vijayaraghavan N E*
|
Company Secretary & Compliance Officer
|
NA
|
#Mr. N R Kannan ceased to be a KMP w.e.f. from the close of business hours on April 30, 2026.
*CFO appointed w.e.f. January 21, 2025 and Company Secretary & Compliance Officer appointed w.e.f. February 07, 2025.
c) Percentage increase in the median remuneration of employees in the financial year: 4.08%.
d) Number of permanent employees on the rolls of Company: 257.
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in FY 2025-26: 8% and its comparison with the percentile increase in the managerial remuneration in FY 2025-26: 9%. 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. 2,830.44 Lakhs paid to Mr. P Ranjit, Executive Vice Chairman-WTD (Erstwhile Managing Director) and Rs. 15 Lakhs 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, 2025.
g) It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company to Directors, KMP and other Employees.
h) No employee who was in receipt of remuneration in excess of that drawn by Whole-Time Director/ 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 & Compliance Officer 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 AGM.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has 3 subsidiaries and 2 step down subsidiaries as on March 31, 2026.
The Audit Committee reviews the financial statements of subsidiaries, including the investments made therein, on a quarterly basis. The minutes of the Meetings of the subsidiary companies are periodically placed before the Board.
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, the separate audited/reviewed financial statements of the above subsidiary companies for FY 2025-26 are available at the Company's website at the following weblink:https:// www.archeanchemicals.com/investor-relations/annual- report.php?id=MTc4.
Material Subsidiary
As per Regulation 16(1)(c) of the SEBI LODR, the Company does not have any material subsidiary as on March 31, 2026.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website at the following weblink:https://www. archeanchemicals.com/investor-relations/annual-report. php?id=MTYx.
Consolidated Financial Statements
In accordance with Section 129(3) of the Act and Regulation 33 and 34 of SEBI LODR, the Company has prepared Consolidated Financial Statements in compliance with the applicable Indian Accounting Standards (Ind AS). The consolidated financial statements together with the Auditor's 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 Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with the relevant documents and the separate audited financial statements of the subsidiary companies, are available on the website of the Companyhttps://www. archeanchemicals.com/investor-relations/annual-report. php?id=MTc4.
These financial statements are also available for inspection by Members during normal business hours on any working day. A copy of the same will be provided to any Member upon request.
Subsidiary Company details:
The details of the subsidiary companies are as given below:
Idealis Chemicals Private Limited (ICPL)
ICPL, a wholly owned subsidiary of the Company, incorporated on October 05, 2023 and is engaged in the business of manufacture, processing and trading of specialty chemicals, including oilfield and mud chemicals.
Idealis Mudchemie Private Limited (“IMPL”) (Formerly known as Oren Hydrocarbons Private Limited)
IMPL, originally incorporated on July 20, 1990, became a subsidiary of ICPL pursuant to its acquisition through an e-auction process under the liquidation proceedings approved by the National Company Law Tribunal (“NCLT”) on July 09, 2024. Consequently, IMPL is a step-down subsidiary of the Company. The Company is engaged in oilfield services, including drilling and allied services, as well as manufacturing and trading of oilfield and mud chemicals.
During FY 2025-26, the Directors approved a Scheme of Amalgamation for the merger of ICPL with IMPL (reverse merger), as the surviving entity, subject to regulatory approvals.
The proposed amalgamation is aimed at rationalising the group structure and is expected to result in operational efficiencies, reduction in compliance requirements, better alignment of governance, and effective utilisation of resources. The Scheme has been filed with the Regional Director and is currently awaiting approval.
The Board is of the opinion that the proposed amalgamation is in the best interests of the Company and its stakeholders and will enhance long-term value.
Neun Infra Private Limited (Neun)
Neun Infra Private Limited, is a wholly owned subsidiary of the Company, incorporated on October 03, 2023 and is engaged in the business of energy storage solutions, including manufacture, assembly and trading of batteries, energy storage devices, and related components and systems.
SiCSem Private Limited (SiCSem)
SiCSem Private Limited is a subsidiary of Neun Infra Private Limited was incorporated on December 30, 2023 and has been established to develop India's domestic capabilities in compound semiconductor manufacturing, with a particular focus on silicon carbide (SiC)-based power semiconductor devices. SiCSem is setting up an integrated Silicon Carbide compound semiconductor facility (Fab Atmp) at Info Valley, Bhubaneswar, Odisha. The project has been approved under the India Semiconductor Mission and it is the first commercial compound semiconductor fab approved by India Semiconductor Mission in the country. The approved project investment is approximately Rs. 2,066 cr. The facility is proposed to have a production capacity of 5,000 wafers per month, equivalent to 60,000 wafers per year, and a packaging capacity of 8 million units per month, equivalent to 96 million units per year. The facility will manufacture
silicon carbide devices and package power semiconductor products for high-growth and strategically important sectors.
The proposed products are expected to serve applications across electric vehicles, fast chargers, renewable energy systems, solar power inverters, railway, data centre infrastructure, consumer appliances, and other high-power electronics applications.
The state government has allotted ~25 acres land at Infovalley-II, Bhubaneshwar for this prestigious project and approved the project under the Odisha Semiconductor & Fabless Policy - 2023. SiCSem is in the process of executing the Fiscal Support Agreement (“FSA”) with the India Semiconductor Mission (“ISM”) under the Semicon India Programme of the Government of India for establishment of India's Silicon Carbide (SiC) based Compound Semiconductor Fab and ATMP facility. The FSA formalises the fiscal support framework for eligible capital expenditure assistance under the said scheme.
SiCSem Star Pte. Ltd, Singapore (SiCSem Star)
SiCSem Star Pte. Ltd. Singapore (“SiCSem Star”) is incorporated on November 10, 2025. SiCSem Star will serve as a focused R&D and technology support platform for the India manufacturing project.
It will Support advanced product design and process optimisation, Develop next-generation SiC and compound semiconductor technologies and facilitate collaborations with leading Singapore research institutions.
Through the establishment of SiCSem Star, SiCSem aims to enhance its technological capabilities, foster a culture of innovation and strengthen its strategic growth initiatives through the proposed investment in SiCSem Star.
Acume Chemicals Private Limited (Acume)
Acume Chemicals Private Limited, a wholly owned subsidiary of the Company, was incorporated on November 18, 2021 and is engaged in the business of manufacturing and marketing of specialty chemicals, including bromine derivatives, marine chemicals and allied products.
During the year under review, Acume launched 5 in-organic derivatives and 1 organic derivative. It expanded its marketing footprint by engaging with customers across domestic and international markets for its specialty and fine chemicals for applications in oil & gas, pharmaceuticals intermediates and agrochemicals precursor segments. Its key products received Global Approvals at Global MNCs engaged in Oil & Gas Industry and Agrochemical Industry. Acume's products are well accepted in Middle East Africa
region and India. It is also exploring opportunities in China and Asia Pacific Region. One of its In-Organic Bromide also received approval for use in batteries which will open newer opportunities. With this Acume's revenue in FY 2025-26 quadruplicate compared to FY 2024-25. Acume also started participating in Trade Shows promoting its products and chemistry capabilities.
To solidify its standing with Global MNCs, Acume also received Integrated Management Systems ISO 9001 (Quality), ISO 14001 (Environment), ISO 45001 (Occupational Health & Safety) Accreditation for its site. This has enhanced formalization of its operational standards. This unified framework simplifies audits and demonstrates a commitment to the “Safety, Sustainability, and Innovation” standards often required by global clients.
Going forward Acume will pursue the chemical industry's “Responsible Care” certification to align with global sustainability and safety benchmarks, a critical factor for long-term approvals from large-scale agrochemical and pharma partners.
During FY 2025-26, Acume also completed expansion of its dedicated state-of-the-art R&D facility supported with latest equipment and pilot facilities. Acume is also expanding its sales team to ensure expansion of its product portfolio as well as market reach.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are set out in the notes to the financial statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of the same as referred in Section 188(1) of the Act, in the prescribed Form AOC-2 is enclosed as Annexure III to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Company's ethos and the Company remains committed to conducting its business in a socially, economically and environmentally sustainable manner.
In compliance with Section 135 of the Act, the Directors had constituted a CSR Committee and adopted a CSR Policy, in accordance with Schedule VII of the Act.
As on March 31, 2026, CSR Committee comprises of Mr. S Meenakshisundaram, Chairperson, Mrs. Padma
Chandrasekaran, Member and Mr. P Ravi, Member. The Committee is responsible for formulating, monitoring and implementing the CSR policy of the Company.
The 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.
The Chief Financial Officer has certified that the CSR funds disbursed during FY 2025-26 have been utilised for the purposes and in the manner approved by the Directors.
The CSR Policy outlines, inter alia, the focus areas, implementation mechanisms and governance framework for undertaking CSR initiatives, and is available on the Company's website.
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 Archean Chemical Industries Limited is committed to its stakeholders to conduct its business operations in an economically, socially and environmentally sustainable manner.
Objectives: The objective of the CSR Policy is to:
a) To create positive and sustainable impact on society and invest in improving lives of nearby community,
b) To engage with nearby community in identifying local needs and requirements,
c) To identify opportunity and initiatives to enhance - Social, Environmental and Economic Value to the Society along with desired impact,
d) To Institute a process and a suitable mechanism for the implementation and monitoring of the CSR activities.
Implementation Process:
The CSR initiatives shall be undertaken by the Company as per its stated CSR Policy as Projects or Programs or Activities (either new or ongoing).
The CSR activities may be undertaken directly by the Company or through a registered trust or a registered society or a Company/firm/foundation established by the Company.
In addition to the above, CSR Policy also includes composition of CSR Committee, meetings & quorum, duties & responsibilities of CSR Committee/Board, CSR Activities/ expenditure/reporting etc., and the said policy is available at the Company's website, at the following weblink:https:// www.archeanchemicals.com/investor-relations/admin/ assets/products/Corporate%20Social%20Responsibility%20 Policv.pdf.
All RPT entered during FY 2025-26 were in the ordinary course of business and on an arm's length basis, and were in compliance with the applicable provisions of the Act and the SEBI LODR.
During the year under review, the Company did not enter into any material RPT which could have had a potential conflict with the interests of the Company at large or which required approval of the Members.
All RPT were placed before the Audit Committee for prior approval. Omnibus approvals granted by the Audit Committee were reviewed periodically in accordance with the applicable provisions of the Act and the SEBI LODR.
The disclosures as required under the applicable Indian Accounting Standards (Ind AS) have been made in the Financial Statements forming part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to providing a safe and conducive work environment and has zero tolerance towards sexual harassment at workplace. Your Company has in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”) and the Rules made thereunder.
In accordance with Rule 8(5) of Companies (Accounts) Rules, 2014 and in compliance with the provisions of the PoSH Act, the Company has constituted an Internal Complaints Committee (“ICC”) for redressal of complaints relating to sexual harassment at workplace. Awareness programmes and sensitisation initiatives are conducted periodically for employees.
The following is a summary of complaints received and disposed of during the year under review:
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Sl.
No
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Particulars
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Action Taken
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1
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Number of complaints received in the year
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Nil
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|
2
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Number of Complaints disposed off during the year
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Nil
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3
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Number of cases pending for more than 90 days
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Nil
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4
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Number of workshops or awareness programmes carried out
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1
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5
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Nature of action taken by the employer or distinct officer
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Not Applicable
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RISK MANAGEMENT
Risk management is an integral part of the Company's governance framework and is embedded in its business processes.
In accordance with Regulation 21 of SEBI LODR, the Board has constituted the Risk Management Committee. Details of the composition, meetings and terms of reference of the Committee are provided in the Corporate Governance Report section of this Annual 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%20Management%20Policv-02.05.2025.pdf.
The Company manages and monitors risks on a continuous basis through a dynamic risk management framework, commensurate with the size and nature of its operations. The framework is periodically reviewed and updated to align with changes in the business environment and the Company's activities, enabling effective achievement of both short-term and long-term strategic objectives.
In the opinion of the Board, there are no material risks which may threaten the existence of the Company or its operations.
INTERNAL FINANCIAL CONTROL SYSTEM
Your Company has established adequate internal financial controls in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee, comprising professionally qualified Directors, periodically interacts with the Statutory Auditor, Internal Auditor and the Management to review the adequacy and effectiveness of the internal control systems.
The Management is responsible for establishing and maintaining internal controls over financial reporting. The Statutory Auditor have evaluated the adequacy and operating effectiveness of the Company's internal financial controls and have confirmed that the same are commensurate with the size and nature of the Company's 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. The Statutory Auditor have further opined that the Company had, in all
material respects, adequate internal financial controls over financial reporting and that such controls were operating effectively as on March 31, 2026.
The Internal Auditor periodically review the adequacy and effectiveness of the internal control framework, and summaries of significant audit observations, together with status of implementation of corrective actions and risk mitigation measures, are placed before the Audit Committee on a quarterly basis. Residual risks, if any, are appropriately escalated to the Board.
Based on the internal financial control framework established by the Company, audit processes carried out by the internal, statutory, cost and secretarial Auditor, and the reviews undertaken by the Management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has adopted a Whistle Blower Policy on Vigil Mechanism which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report 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 Policy provides for adequate safeguards against victimisation of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee in appropriate cases.
Brief details about the policy are provided in the Corporate Governance section of this Annual Report.
The Policy is available on the website of the Company at:https://www.archeanchemicals.com/investor-relations/ admin/assets/products/Whistle%20Blower%20and%20 Vigil%20Mechanism%20Policv.pdf.
RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on Related Party Transactions (RPT). During the year, same has been reviewed, amended and approved by the Audit Committee & Board in its meeting held on February 04, 2026, which is available on the Company's website at https://www. archeanchemicals.com/investor-relations/admin/assets/ products/RPT%20Policy%2004.02.2026.pdf.
STATUTORY AUDITOR
In accordance with section 139 of the Act, read with the Companies (Audit and Auditor) Rules, 2014, the Members of the Company at the 12th AGM, approved the appointment of M/s PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration Number: 003990S/S200018), as the Statutory Auditor of the Company for a term of Five (5) consecutive years i.e. from the conclusion of 12th AGM till the conclusion of the 17th AGM of the Company, to be held in the FY 2026-27.
Based on the recommendation of the Audit Committee, and considering, inter alia, the experience, expertise, industry understanding, audit quality, independence, peer review status and continuity in the audit process, the Directors has recommended the re-appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, as the Statutory Auditor of the Company for a second term of four (4) consecutive years, within the overall tenure permissible under the applicable provisions of the Act, commencing
from the conclusion of the 17th AGM until the conclusion of the 21st AGM of the Company, subject to approval of the Members at the ensuing AGM, at such remuneration as may be mutually agreed between the Directors and the Statutory Auditor, in addition to applicable taxes and reimbursement of out-of-pocket expenses.
Pursuant to Sections 139 and 141 of the Act and the applicable Rules framed thereunder, the Company has received written consent and a certificate from the Statutory Auditor confirming that their re-appointment, if approved, would be in accordance with the provisions of the Act and that they satisfy the eligibility criteria prescribed thereunder. The Statutory Auditor also hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (“ICAI”).
Details of remuneration paid to the Statutory Auditor are disclosed in the Corporate Governance Report forming part of this Annual Report.
COST AUDITOR
In accordance with Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Directors, based on the recommendation of the Audit Committee, has re-appointed Mr. G. Sundaresan, Cost Accountant, as the Cost Auditor of the Company for the FY 2026-27.
The remuneration payable to the Cost Auditor is subject to ratification by the Members at the ensuing AGM.
The Company has received consent and eligibility certificate from the Cost Auditor confirming that his appointment is in accordance with the applicable provisions of the Act and that he is not disqualified under Section 141 of the Act. The Cost Auditor has also confirmed his independence and arm's length relationship with the Company.
Pursuant to Section 148 of the Act, the Company is required to maintain cost records and accounts, and accordingly such records and accounts are made and maintained by the Company. The Cost Audit Report for the financial year under review will be filed with the Central Government within the prescribed timelines.
SECRETARIAL AUDITOR
In accordance with Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A SEBI LODR read with SEBI LODR (Third Amendment) Regulations, the Members of the Company at the 16th AGM approved the appointment of HVS & Associates, peer reviewed Practicing Company Secretaries (FCS NO: 10974), Chennai as Secretarial Auditor of the Company for a period of 5 years from FY 2025-26 to FY 2029-30.
The Company has obtained a certificate from the Secretarial Auditor affirming their eligibility to remain in their role as Auditor. Additionally, the Auditor have verified that they have participated in the peer review process and possess a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (“ICSI”).
COMMENTS ON AUDITOR' REPORT
The Statutory Auditor, Secretarial auditor and Internal Auditor of the Company have not reported any fraud to the Audit Committee or to the Directors during the year under Section 143(12) of the Act, read with rules made thereunder.
There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor and the Secretarial Auditor in their respective reports.
The Statutory Audit Report in the prescribed format issued by Statutory Auditor is provided in this Annual Report. The Secretarial Auditor's Report in the prescribed format issued by the Secretarial Auditor is enclosed as Annexure V to the Board's Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure VI to the Boards Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of SEBI LODR, the Management Discussion and Analysis (MDNA) Report is set out in this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are essential for enhancing long-term shareholder value and protecting the interests of all stakeholders.
In accordance with Regulation 34 (3) read with Schedule V (C) of the SEBI LODR, a report on Corporate Governance is set out in this report.
The requisite certificate from the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated under Schedule V(E) of the SEBI LODR, is annexed to the Corporate Governance Report.
All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct adopted by the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
As per Regulation 34(2)(f) of the SEBI LODR, the top one thousand listed entities based on market capitalisation are required to include a Business Responsibility and Sustainability Report (“BRSR”) as part of their Annual Report.
For the FY ended March 31, 2026, the Company falls within the top one thousand listed entities based on market capitalisation on BSE Limited and National Stock Exchange of India Limited.
The BRSR contains disclosures on the Company's environmental, social and governance initiatives and performance against the nine principles of the National
Guidelines on Responsible Business Conduct (“NGRBC”). The Company continues to undertake various sustainability and responsible business initiatives in line with its Business Responsibility and Sustainability Policy.
The BRSR in terms of above regulation for FY 2025-26 is set out in this report.
ANNUAL RETURN
In accordance with Section 92(3) read with section 134(3) (a) of the Act, the Annual Return of the Company is available on the website of the Company athttps://www. archeanchemicals.com/investor-relations/annual-report. php?id=MTY5.
The annual return hosted on the website is subject to filing with the Ministry of Corporate Affairs (“MCA”) and the final version, upon filing, shall continue to remain available at the same location on the Company's website.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND
In accordance with Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends remaining unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government.
Further, in accordance with the IEPF Rules, shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority.
During FY 2025-26, there were no amounts or shares required to be transferred by the Company to the IEPF
CODE OF CONDUCT
All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct adopted by the Company. A declaration to this effect, signed by the Managing Director, is set out in this report.
MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATE
The certificate issued by the Managing Director and the 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.
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued by ICSI.
OTHER DISCLOSURES
Your Directors state that disclosure or reporting in respect of the following matters is not applicable/not required, as there were no transactions or events during the year under review:
1. Proceedings under Insolvency and Bankruptcy Code 2016: No application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 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 31,2026.
3. Significant and Material Orders: No significant or material orders were passed by any Regulators, Courts or Tribunals impacting the going concern status of the Company or its future operations.
4. Change in the nature of business, if any: No change in the nature of business of the Company during the year under review.
5. Material changes and commitments: No material changes and commitments affecting the financial position of the Company occurred between April 01, 2026, and the date of 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 FY 2025-26.
7. Sweat Equity Shares: The Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme during FY 2025-26.
8. One time settlement with Banks: The Company has not entered into any one-time settlement for loans taken from the Banks or Financial Institutions during FY 2025-26.
9. Revision in the financial statements and Boards Report: No revision of the Financial Statements or the Board's Report during the year under review.
ACKNOWLEDGEMENTS
The Directors places on record its sincere appreciation for the continued support and cooperation extended by Banks, Financial Institutions, customers, vendors, business associates, regulatory authorities, bankers and other stakeholders.
The Directors also acknowledge with gratitude the dedication, commitment and contribution of the employees at all levels, whose continued efforts have significantly contributed to the Company's performance and growth.
The Board expresses its gratitude to the members for their continued confidence, trust and support.
For and on behalf of the Board of Directors
Rampraveen Swaminathan P Ranjit
Date: May 11, 2026 Managing Director Executive Vice Chairman (WTD)
Place: Chennai DIN: 01300682 DIN: 01952929
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