Archies Ltd Directors Report

To The Members,

Your Directors have great pleasure in presenting 35th (Thirty Fifth) Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2025.

PERFORMANCE REVIEW

During the year under review your Company recorded a Revenue from operations of Rs.6970.54 Lakhs as compared to Rs.8007.66 Lakhs in the previous financial year showing a decrease of 12.95% and the net Profit/(loss) after tax stood at Rs. (146.29) Lakhs in the current financial year as against Rs. (821.20) Lakhs in the previous financial year, showing a decrease of 82.18%.

In the challenging market scenario there has been slight dip in the Sales and the Profitability of the Company. The Revenue from operations of the Company constitutes of:

• The Turnover of the gift segment is Rs. 2781.67 lakhs as compared to Rs. 3638.60 lakhs previous year, decreased by 23.55%.

• The Turnover of the Greeting card segment is Rs. 714.30 lakhs as compared to Rs. 770.68 lakhs previous year, down by 7.32%.

• _The stationery sale is Rs. 3271.55 lakhs as compared to Rs. 3257.21 lakhs in the previous year, increased by 0.11%.

The Company owned / managed stores have significantly contributed towards Revenue from Operations and the profits.

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED

(In Lakhs)

	31st March 2025	31st March 2024
Income from Operations	6970.54	8007.66
Other Income	687.25	374.47
Total Expenditure	6710.50	7819.73
Operating Profit (PBDIT)	947.29	562.40
Interest & Finance Charge	485.45	501.26
Depreciation	734.40	923.06
Profit before Tax (PBT)	(272.56)	(861.92)
Provision for taxation
Current	0.00	0.00
Deferred	(126.27)	(40.73)
MAT Credit Entitlement	0.00	0.00
Profit after Tax	(146.29)	(821.20)
APPROPRIATIONS
Transfer to General Reserve	NIL	NIL
Final Dividend (Proposed)	NIL	NIL
Tax on Proposed Dividend	NIL	NIL
Provision for Corporate Social Responsibility
Activities	NIL	NIL
Profit Carried Forward	(146.29)	(821.20)

DIVIDEND

In view of the loss, during the year and need to conserve resources for the expansion of the business of your Company, Board expresses its inability to declare any dividend for the Financial Year 2024-25.

TRANSFER OF UNPAID UNCLAIMED DIVIDEND AND SHARES TO IEPF

EducatioDuring the FY 2024-25, unclaimed dividend for FY 2015-16 was transferred to the Investor n and Protection Fund (IEPF), pursuant to the provision of Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, all shares in respect of which dividend has not been paid or claimed for 7 (Seven) consecutive years or more were also transferred in the name of IEPF after requisite notice to concerned Shareholders. Details of such transferred shares are available at the Companys website i.e. www.archiesonline.com under "Investors" section and such shares can be claimed back from IEPF authority after following the prescribed procedure.

RETAIL EXPANSION

The Company continues its efforts to boost sales through different Archies online website/Market Places and Quick Commerce platforms and continued its effort to open retail outlets across India in Malls as well as on high Streets. The Company opened total 03 retail stores and closed total 21 retail stores. As on 31st March 2025 the numbers of company owned/managed stores were 72.

The Company during the year took steps to improve sales and profitability by revamping its E-commerce platform, "archiesonline.com" by making it more user friendly and in line with the existing Indian E-commerce websites to attract more customers. Company has also tied up with various e-retailers who have vast presence in the virtual space like Flipkart, Snapdeal, E-India Store, Groupon India, Saffron Art Pvt. Ltd., Gift A love.com, Phoolwala.com, My flower tree, Shopclues, Indian Gifts Portal, Fern N Petals & Bookaflower.com. The Company has also tie ups with quick commerce now we can get Archies product within 10 Minutes and we are getting great response from these channels.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance and Management Discussion and Analysis Report together with a certificate from the Companys Auditors confirming compliance is set out in the annexure forming part of report on Corporate Governance.

In compliance with the Corporate Governance requirements, the Company has implemented a Code of Conduct for all its Board Members and Senior Management Personnel, who have affirmed compliance thereto. The said Code of conduct has been posted on the Companys website.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of section 134(3) & (5) of the Companies Act, 2013:

(i) That in the preparation of the annual accounts for the year ended 31st March 2025, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any; (ii) That such accounting policies as mentioned in the Notes to Accounts, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view to the state of affairs of the company as at 31st March, 2025 and of the profit and loss of the company for the period; (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the annual accounts have been prepared on a going concern basis; (v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013, at least two-third of the Directors shall be subject to retirement by rotation out of which, one-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring directors eligible for re-election. Accordingly, Mr. Jagdish Moolchandani retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The Board met Six times during the year under review. Meetings were held on 29th May, 2024, 14th August 2024, 24th August, 2024, 14th November 2024, 25th December 2024 and 14th February, 2025.

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

Name	Designation
1. Mr. Anil Moolchandani	Chairman and Managing Director
2. Mr. Jagdish Moolchandani	Executive Director and Chief Financial Officer
3. Ms. Chiranjivi Ramuka	Company Secretary

* Ms. Payal Madaan has resigned from the post of Company Secretary and Compliance Officer w.e.f. 24.09.2024 and appointed Ms. Chiranjivi Ramuka as a Company Secretary and Compliance officer of the Company w.e.f. 04.12.2024.

BOARDE VALU ATION

Purs uant to the provisions of the Companies Act, 2013 and SEBI ( L isting Obligations and Disclosure Require ments) Regulations, 2015, the Board, in consultation with its Nomination & Remunera tion Committee has fo rmulated a framework containing, inter-alia, the cri teria fo r performance evaluation of the entir e Board of the Company, its Committee and Individual Directors, including Independent Directors.

A structured questionnaire was prepared after taking into consideration of the vari ous aspects of the Boards functioning, cosition of themp

Board and its Committees, culture , execution and perfo rmance of specific duties, obligations and governance.

Board members had submitted response on a scale of 1 (outstanding) - 5 (poor) for evaluating the entir e Board, respectiv e Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Direc tors had met separately without the presence of Non-I ndependent Directors and the members of management and discussed, inter-alia, the perfo rmance of Non - Independent Directors and Board as a whole and the perfo rmance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive die r ctors.

The Nomination and Remuneration Committee has also car ied out evaluation of every Dire ctor s performance .

The perform ance evaluation of all the Independent Directors have been done by the entire Board, excluding the Dire ctor being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

SUCCESSION PLANNING

The Nominatio n and Remunera tion Committee works with the Board on the Succession plan and prepares fo r the succession in case of any exigencies.

NUMBER OF MEETINGS OF THE BO ARD

The details of the number of meetings of the Board held duri ng the Financial Year 2024-25 f o rms part of the Corporate Governance Report.

AUDITORS

As per the provisions of the Section 139 of the Companies Act, 2013, Board of Directors, in its meeting held on 13^th August, 2022 has recommended the appointment of M/s. Uberoi Sood and Kapoor, Chartered Accountants (FRN-001462N) as the Statutory Auditors of the Company on the recommendation of the Audit Committee and subject to approval of shareholders in the Notice convening the forthcoming AGM of the Company for a term of five consecutive years from the conclusion of 32^nd AGM that is scheduled to be held in the year 2022 till the conclusion of 37^th AGM to be held in 2027 and the Shareholders of the Company has approved the appointment of Statutory Auditors in the Annual General Meeting held on 23^rd September, 2022.

The Company has received consent and eligibility letter from M/s. Uberoi Sood and Kapoor for their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self -explanatory and do not call f o r any further comments. The

Auditors Report does not contain any observation, qualification, reservation or adverse remark.

COST AUDITORS

As per the new Companies (Co st Records and audit) Rules 2014 the appointment of Cost Auditor is not required fo r your Company

INTERNAL FINANCIAL CONTROLS

n I terms of Section 134 of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has an Internal Financial Control System in relation to the policies and pro cedures adopted by the company . The Company has in place adequate internal financial control with refe rence to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

RISK MANAGEMENT

Your Company is well aware of risks associated with its business opera tions. Comprehensively risk management system is being put in place involving classification of risk, adoption of risk management measures and a strong mechanism to deal with potential risks and situation leading to a ri se of risks in an effective manner.

CONSERVATION OF ENER GY, TECHNOLOGY ABSORPTION, FOREIGN EXCH ANGE EARNIN GS & OUTGO.

The particulars e r lating to conservation of energy, technology absorption, foreign exchange earnings and outgo information are given in Annexure-A to the Directors Report, in terms of the requirements of Section 134(3)(m) of the Companies Act, 2013 read with the

Companies (Accounts) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92(3 ) of the Companies Act, 2013 is annexed herewith as Annexure-B and forms an integra l part of this report. Weblink for Annual Return is https://archiesinvestors.in/investors/#Annual%20Return.

SECRETARIAL AUDITOR

Purs uant to the provisions of Section 204 of the Companies Act, 2013 and u r les made there under, the Board has appointed M/s. Dayal & Maur, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The Secretari al Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure-C to this Report and forms an integra l part of this Report. The Secretari al Audit Report does not contain any qualification, re servation or adverse remark.

EMPLOYEES REMUNERATION a. None of the Employees drew the salary more than the prescri bed limit in a year fo r the financial year 2024-25 as per the pro visions of Section 197 (1 2) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. b. None of the Employees drew the salary more than the pre scribed limit in a month during the financial year 2024-25 as per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2 ) of the Companies (Appointment and Remunera tion of Managerial Personnel) Rules, 2014 . c. Detail pertaining to Remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 forms a part of this report as Annexure-E.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remunera tion Committee pursuant to Section 178 of the Companies Act, 2013 and e r gulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compri sing Mr. Rajinder Kumar Verma (Chairperson), Mrs. Sona Mitu l Adhia and Mr. Faizan Rashid Bhat as members of the Committee. The Board of Directors has fo rmulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteri a for selection and appointment of Board Members. The details of the Policy form a part of this report as Annexure-D and the Details / Disclosures of Ratio of Remunera tion to each Director to the median employees remunera tion as

Annexure-E. The Nomination and Remu neration Policy is available on our website at the link- https://archiesinvestors.in/wp-content/uploads/2021/10/nomination-remunera tion.pdf .

CORPORATE SOCIAL RESPONSIBI LTY

The Board of Directors of the Company have constituted Corporate Social Responsibility C ( SR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions compri sing Mr. Sunil Behl (Chairperson), Mr. Anil Moolchandani and Mr. Dilip Seth as members of the Committee on 16^th May, 2014. Mr. Dilip Seth and Mr. Sunil Behl has re signed from the Company with effect from 04.08.2020 and 10.11.2020 respectively. Now CSR Committ ee is consists of Mr. Rajinder Kumar Verma ( C hairp erson), Mr. Anil Moolchandani and Mr. Jagdish Moolchandani as members of the Committee. Mr Aru n Signal has resigned from the Company on 22^nd September 2024. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the fra mework of the CSR Policy and recommending the amount to be spent on CSR activities. The Corpora te Social Responsibility policy is also available on our website at the link, https://a rchiesinvestors.in/wp-content/uploads/2021/10/csr.pdf.

Due to loss arised in the average balance of last three years profit, the Company has not spent any amount on CSR Activities in the Financial Year 2024-25. The Annual Report on CSR activities is annexed herewith as Annexure-F.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Board at its meeting held on 16^th May 2014, adopted a Whistle Blower Policy/Vigil Mechanism in accordance with the pro visions of the Companies Act 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 behavior, actual or suspected fraud and any violation of the Companys Business Code of Conduct.

The Policy also provides a direct access to the Chairperson of the Audit Committee to make pro tective disclosures to the mana gement about grievances or violation of the Companys Business Code of Conduct.

The Whistle Blower policy is also available on our website at the link, https://archiesinvestors.in/wp-c ontent/uploads/2021/10/Whistle-blower-policy-ARCHIES-LIMITED.pdf .

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in wri ting by any aggrieved woman of sexual harassment at workplace as per the "Sexual Harassment of Woman At Workp lace (Prevention, Pro hibition and Redre ssal) Act, 2013". The Policy is alsoa vailable on our website at the link, https://archiesinvestors.in/wp-content/uploads/2021/10/Sexual-Harassment-P olicy.pdf.

Your Directors further state that duri ng the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Work place (Prevention, Prohibition and Redressal) Act, 2013.

No. of Complaints opening	Nil
No. of Complaints received	Nil
No. of Complaints resolved	Nil
No. of Complaints pending	Nil

AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2025 comprises Independent Directors namely Mr. Rajinder Kumar Verma, Mrs. Sona Mitul Adhia and Mr. Faizan Rashid Bhat. All the recommendations made by the Audit Committee were accepted by the Board .

RELATED PARTY TRANSACTIONS

All transactions entered with the Re lated Parties fo r the year under re view were on arms length basis and in the ordinary urse of business. co

Thus disclosure in Form AOC-2 is not required. During the year, the Company had not entered into any contract / arrangement / transaction with related part ies which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party tra nsactionsa re placed before the Audit Committee as also to the Board for approval. The Policy on materiality of related part y tra nsactions and dealing with related party transactions as approved by the Board is available on our website at the link, https://archiesinvestors.in/wp-content/uploads/2022/03/Policy-on-Related-Party-Tra nsactions.pdf.

Your Directors draw attention of the members in the notes to the financial statement which sets out related party disclosures.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Purs uant to the Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Repor t is annexed to this report.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of the Companies Act, 2013.

PARTICUL ARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN

During the year under review the Company has not granted any loans and Investment made and given guarantee under the provisions of Section 186 of the Companies Act, 2013.

INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious thro ughout the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

ACKNOWLEDGEMENT

Your Direc tors would like to take this opportunity to express their sincere thanks to its valued franchisees, distributors, C & F agents, collabora tors, bankers, Government authorities, customers and all other business associates for their continued co-operation and patronage.

The Directors would also lik e to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment. The Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support .

Place : New Delhi	For and on behalf of the Board
Date: August 13, 2025
	Jagdish Moolchandani
	Executive Director and Chief
	Financial Officer
	(DIN: 00016718)