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Archies Ltd. Proxy Solicitation & Information Statement 2026

May 6, 2026

62096_rns_2026-05-06_e1a90975-52be-4e8d-8b76-10a70f0bd93e.pdf

Proxy Solicitation & Information Statement

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archies

06th May, 2026

| 1) Asst. President,
Listing Department,
National Stock Exchange of India Limited,
Exchange Plaza, C-1, Block-G,
Bandra Kurla Complex,
Bandra (East), Mumbai-400051 | 2) The Listing Department,
Corporate Relationship Department,
BSE Limited,
1st Floor, New Trading Wing, P.J. Towers,
Dalal Street Fort, Mumbai-400001 |
| --- | --- |
| Scrip ID - ARCHIES | Scrip Code - 532212 |

Dear Sir/Madam,

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations')

Pursuant to Regulation 30 of the SEBI Listing Regulation, Please find enclosed Notice of Postal Ballot dated 05th May 2026 along with the Explanatory statement for seeking approval of shareholders of the Company on the below business(s):

S.NO PARTICULARS TYPE OF RESOLUTION
1. RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS AN EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF 2 YEARS WITH EFFECT FROM 05.05.2026 SPECIAL RESOLUTION

In accordance with Circulars issued by the Ministry of Corporate Affairs, the Notice of Postal Ballot is being sent only by electronic mode to those shareholder, whose names appear in the Register of Members/List of Beneficial Owners as on Tuesday, 05th May 2026. ('Cut-off date') and whose e-mail addresses are registered with the Company/Depositories.

The Company has engaged the services of MUGF Intime India Private Limited for providing remote e-voting facility to the shareholders. The E-voting will commence on Friday, 08th May 2026 from 09:00 a.m IST and ends Saturday, 06th June 2026, 5:00 p.m IST.

The results of Postal Ballot shall be declared by the Company on or before Monday, 08th June 2026.

This intimation is being made available on the website of the Company at www.archiesinvestors.in

Request you to take the above on record.

For Archies Limited

Chiranjiv Digitally signed by
Chiranjivi ramuka
i ramuka Date:2026.05.06 10:59:37 +05'30'

Chiranjivi Ramuka
Company Secretary & Compliance Officer

Encl: As Above

ARCHIES LIMITED

C-148, NARAINA INDUSTRIAL AREA, PHASE-1, NEW DELHI - 110028 (INDIA), CIN: L36999HR1990PLC041175

TEL.: 91-11-41410000, 41412222, Email: [email protected], Website: www.archiesonline.com

REGISTERED OFFICE: PLOT NO. 191-F, SECTOR-4, I.M.T. MANESAR, GURUGRAM-122050, HARYANA (INDIA)

Archies

ARCHIES LIMITED

Regd. Office: Plot No. 191F, Sector-4, IMT Manesar, Gurugram, Haryana-122050

CIN: L36999HR1990PLC041175, Web: www.archiesonline.com & www.archiesinvestors.in

Email: [email protected], Tel: +91 124 4966666

E- voting starts on E-voting ends on
Friday, 08th May 2026 Saturday, 06th June 2026

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, ('Act') read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, ('Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), each as amended, No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020 and subsequent circulars issued from time to time, the latest one being General Circular No. 3/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ('MCA Circular') for holding general meetings / conducting postal ballot process through e-voting and any other applicable law, rules and regulations that the Resolution as set out hereunder are proposed for approval by the Members of the Company by means of Postal Ballot by voting through electronic means ('remote e-voting') only.

S.NO PARTICULARS TYPE OF RESOLUTION
1 RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS AN EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF 2 YEARS WITH EFFECT FROM 05.05.2026 SPECIAL RESOLUTION

In accordance with the provisions of the MCA Circulars, shareholders can vote only through E-voting and hence physical copy of this Notice along with postal ballot forms and pre-paid business envelope is not being sent to the shareholders. Accordingly, the Company has offered E-voting facility to the shareholders to cast their votes electronically and instructions regarding the same are provided in the Notes to this Postal Ballot Notice ('Postal Ballot Notice' or 'Notice'). Shareholders may note that the E-voting commences on Friday, 08th May 2026 from 09:00 a.m IST and ends Saturday, 06th June 2026, 5:00 p.m IST. Shareholders are requested to read the instructions and notes carefully while expressing their assent or dissent and cast their vote not later than 5:00 p.m. IST on Saturday, 06th June 2026 to be eligible for being considered, failing which it will be considered that no vote has been received from the shareholders.

The Board of Directors of the Company ('Board') at its meeting held on Tuesday, 05th May, 2026 appointed M/s Dayal & Maur Company Secretaries (COP No: 7142) as the scrutinizer for conducting the Postal Ballot through e-voting in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairperson or any one of the Key Managerial Personnel of the Company after completion of scrutiny of the E-voting. The results shall be declared at the registered office of the Company on or before Monday, 08th June 2026 and communicated to BSE Limited ('BSE'), National Stock Exchange of India Limited ('NSE') (together the 'Stock Exchanges') and MUFG Intime India Private Limited, and will also be displayed on the website of the Company at www.archiesinvestors.in.

SPECIAL BUSINESS:

1. RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS AN EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF 2 YEARS WITH EFFECT FROM 05.05.2026

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT on the recommendation of Nomination & Remuneration Committee and Audit Committee and Board of Directors and pursuant to the provision of sections 197, 198 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Varun Moolchandani as an Executive Director of the Company (liable to retire by rotation) with effect from 05.05.2026 for a period of further 2 (Two) years on such remuneration of and terms & conditions as detailed below::

  1. Term: 05.05.2026 -04.05.2028

  2. Nature of Duties: Mr. Varun Moolchandani shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.

  3. Basic Salary: Rs. 2,07,700/- per month with the authority to the Board of Directors to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 2,45,000/- per month.

  4. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, personal medical/accident insurance, contribution to provident fund, superannuation fund, gratuity, earned leaves and any other benefits, facilities, allowances and expenses as may be allowed as per the rules of the company and subject to the provisions of the Income Tax Act, 1961 and rules made thereunder.

  5. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Varun Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

The appointment and other service terms will be subject to the relevant provision of the Companies Act, 2013 and as amended from time to time. All other terms and conditions of the existing appointment shall be governed by the agreement and Company rules and policies."

"RESOLVED FURTHER THAT the Draft Agreement, incorporating the terms of appointment and remuneration placed at the meeting and initiated by the Chairman thereof for the purposes of identification, be and is hereby approved and any Director or Company Secretary of the Company be and are hereby severally authorized to sign the agreement on behalf of the Company."

"RESOLVED FURTHER THAT any Director and Company Secretary, be and are hereby severally authorized to do all such acts, deeds, matters and things in this regard and to file the relevant forms, if any with the Ministry of Corporate Affairs (MCA), Registrar of Companies."

On behalf of the Board of Directors
Archies Limited

Sd/-
Chiranjivi Ramuka
Company Secretary

Place: Delhi
Date: 05.05.2026

Registered Office:
F 191, Sector 4, Imt Manesar,
Gurugram, Haryana 122052

Notes:

  1. The Postal Ballot Notice is being sent only by electronic mode to those shareholders, whose names appear in the Register of Members/List of Beneficial Owners as on Tueday, 05th May 2026 and whose e-mail addresses are registered with the Company/Depositories.

  2. Postal Ballot Notice will also be available on the Company's website https://archiesinvestors.in/investors/, Website of the Stock Exchange i.e BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on website of MUFG Intime India Private Limited i.e https://instavote.linkintime.co.in/

  3. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the E-voting service facility arranged by MUFG. Shareholders can vote only through E-voting and are requested to read the instructions on the same in serial no. 10 under the Notes to this Postal Ballot Notice. Shareholders whose names appear in the Register of Members/List of Beneficial Owners as on Tueday, 05th May 2026 i.e cut off date, will be considered for the purpose of E-Voting.

  4. Non-individual shareholders (i.e. Institutional / Corporate shareholders) intending to vote through their authorized representatives are requested to send a scanned copy (in JPEG/PDF format) of a duly certified Board Resolution authorizing their representative(s) to vote on their behalf, pursuant to Section 113 of the Act, to the Scrutinizer at [email protected] with a copy marked to [email protected]

  5. The Scrutinizer will submit his report to the Chairperson or any one of the Key Managerial Personnel of the Company after completion of scrutiny of the E-voting. The results shall be declared at the registered office of the Company on or before Monday, 08th June 2026 and communicated to BSE Limited ('BSE'), National Stock Exchange of India Limited ('NSE') (together the 'Stock Exchanges') and MUFG Intime India Private Limited, and will also be displayed on the website of the Company at www.archiesinvestors.in.

  6. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified for E-voting, i.e. Saturday, 06th June 2026 as if it has been passed at a general meeting of the shareholders.

  7. Relevant documents referred to in the Postal Ballot Notice shall be made available for inspection electronically by the shareholders in accordance with the applicable statutory requirements based on the requests received at [email protected] mentioning their name, Folio No./DP ID and Client ID, until the last date for receipt of votes through E-voting.

  8. Those Members who are holding shares in physical form and have not updated their e-mail ids with the Company, are requested to update the same by submitting a duly filled and signed Form ISR-1 (Form for registering PAN, KYC details or changes / updation thereof) along with self-attested copy of the PAN Card, and self-attested copy of any document as address proof (e.g. Driving License, Voter Identity Card, Passport, Masked Aadhaar, etc.), to the Company's RTA at the below mentioned

address or by e-mail to [email protected].

  1. The E-voting period commences on Friday, 08th May 2026 from 09:00 a.m IST and ends Saturday, 06th June 2026, 5:00 p.m IST. The E-voting module shall be disabled by MUFG thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

  2. The instructions for Members for e-voting are as under:

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDeAS Login Section".
b) Click on "Beneficial Owner" icon under "IDeAS Login Section".
c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on "Access to e-Voting" under e-Voting services.
d) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".
c) Enter the last 4 digits of your bank account / generate 'OTP'
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

Shareholders/ Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

img-0.jpeg

METHOD 2 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com

b) Click on the "Login" tab available under 'Shareholder/Member' section.
c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
b) Enter existing username, Password & click on "Login".
c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

a) Visit URL: https://www.cdslindia.com
b) Go to e-voting tab.
c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on "Submit".
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through "e-voting" option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1:LOGIN/SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
b) Enter details as under:

  1. User ID: Enter User ID
  2. Password: Enter existing Password
  3. Enter Image Verification (CAPTCHA) Code
  4. Click "Submit".

img-1.jpeg

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions")

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:

  1. User ID: Enter User ID
  2. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the

img-2.jpeg

Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  1. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
  2. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in NSDL form, shall provide 'D' above
Shareholders holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

  1. Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  1. Enter Image Verification (CAPTCHA) Code.
  2. Click "Submit" (You have now registered on InstaVote).

Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-voting".
B. Select 'View' icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
D. After selecting the desired option i.e. Favour / Against, click on 'Submit'.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders ("Custodian / Corporate Body/ Mutual Fund")

STEP 1 - Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on "Sign Up" under "Custodian / Corporate Body/ Mutual Fund"
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)

STEP 2 - Investor Mapping

A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on "Investor Mapping" tab under the Menu Section
C. Map the Investor with the following details:

1) 'Investor ID' - Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit

Beneficiary ID.

2) 'Investor's Name - Enter Investor's Name as updated with DP.
3) 'Investor PAN' - Enter your 10-digit PAN.
4) 'Power of Attorney' - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report Section".

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on "Votes Entry" tab under the Menu section.
c) Enter the "Event No." for which you want to cast vote.

Event No. can be viewed on the home page of InstaVote under "On-going Events".

d) Enter "16-digit Demat Account No.".
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour / Against, click on 'Submit'.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see "Notification for e-voting".
c) Select "View" icon for "Company's Name / Event number".
d) E-voting page will appear.
e) Download sample vote file from "Download Sample Vote File" tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under "Upload Vote File" option.
g) Click on 'Submit'. 'Data uploaded successfully' message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 - 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

  • Click on "Login" under 'SHARE HOLDER' tab.
  • Click "forgot password?"
  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
  • Click on "SUBMIT".

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

  • Click on 'Login' under "Custodian / Corporate Body/ Mutual Fund" tab
  • Click "forgot password?"
  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
  • Click on "SUBMIT".

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO: 1

RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS AN EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF 2 YEARS WITH EFFECT FROM 05.05.2026

The Board of Directors of the Company ("the Board") at its meeting held on May 30, 2025 has, subject to approval of members, re-appointed Mr. Varun Moolchandani as an Executive Director of the Company (liable to retire by rotation) for a period of 2 (two) years with effect from 05.05.2026, on terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee (the 'NR Committee') and Audit Committee of the Board and approved by the Board. It is proposed to seek members' approval for the appointment of and remuneration payable to Mr. Varun Moolchandani as an Executive Director of the Company in terms of the applicable provisions of the Act. Broad particulars of the terms of appointment of and remuneration payable to Mr. Varun Moolchandani are as under:

  1. Term: 05.05.2026 -04.05.2028
  2. Nature of Duties: Mr. Varun Moolchandani shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
  3. Basic Salary: Rs. 2,07,700/- per month with the authority to the Board of Directors to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 2,45,000/- per month.
  4. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, personal medical/accident insurance, contribution to provident fund, superannuation fund, gratuity, earned leaves and any other benefits, facilities, allowances and expenses as may be allowed as per the rules of the company and subject to the provisions of the Income Tax Act, 1961 and rules made thereunder.
  5. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Varun Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

The appointment and other service terms will be subject to the relevant provision of the Companies Act, 2013 and as amended from time to time. All other terms and conditions of the existing appointment shall be governed by the agreement and Company rules and policies.

Mr. Varun Moolchandani has rich and varied experience in the industry and has been involved in the operations of the Company. It would be in the interest of the Company to continue to avail of his considerable expertise and to re-appoint Mr. Varun Moolchandani as an Executive Director. Accordingly, approval of the members is sought for passing a Special Resolution for re-appointment of Mr. Varun Moolchandani as an Executive Director, as set out in sections 197, 198 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

Save and except as provided in the foregoing paragraph, Mr. Varun Moolchandani satisfies all the other conditions set out in sections 197, 198 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) for being eligible for his appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act.

The above may be treated as a written memorandum setting out the terms of appointment of Mr. Varun Moolchandani under Section 190 of the Act.

Details of Mr. Varun Moolchandani are provided in Annexure-II to the Notice of AGM pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

Copy of draft agreement of Mr. Varun Moolchandani setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Mr. Varun Moolchandani is interested in the resolution set out at Item No.1 of the Notice.

The relatives of Mr. Varun Moolchandani may be deemed to be interested in the resolution set out at Item No. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the aforementioned resolution.

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for approval by the members.

On behalf of the Board of Directors
Archies Limited

Sd/-
Chiranjivi Ramuka
Company Secretary

Place: Delhi
Date: 05.05.2026

Registered Office:
F 191, Sector 4, Imt Manesar,
Gurugram, Haryana 122052

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