TO

THE SHARE HOLDER?S

Dear Stakeholders,

Your Directors have pleasure in presenting the 30^th Director?s Report of M/s. Popees Cares Limited (Formerly known as Archana Software Limited) (the Company) and along with it, the Audited Financial statements for the Financial year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ended 31^st March 2024 is summarized below:

2. BUSINESS PERFORMANCE:

During the Financial year under review, your company has made loss of Rs. (24,464.67) as against loss of Rs. (1209.85) (Rs. In thousands) in the previous financial year.

3. NATURE OF BUSINESS:

During the Financial Year under Review, the Company has expanded its operations under present management and most importantly to make the Company?s Name in line with its objects and the vision of promoters who are well established in Baby care product segment under the brand "Popees"

4. CHANGE IN NAME OF THE COMPANY:

During the Financial Year Under Review, the Board of Directors of the Company at their meeting held on 04^th December, 2023 have approved the change of name of the

Company from Archana Software Limited to "Popees Cares Limited". The Members of the Company have approved the change of Company?s name vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024. Consequently, the Company obtained new Certificate of Incorporation pursuant to change of name dated 05^th April, 2024 from the Registrar of Companies, Chennai.

5. SHARE CAPITAL:

During the financial year under review, the authorized Share Capital of the Company was increased from existing Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten) each vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024.

6. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 2023- 24.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2023-24.

8. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of the Company.

9. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no related party transactions that were entered into during the financial year (annexure II) in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel or other designated persons, which may have potential conflict with interest of the company at large.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

- Industry Structure & Developments

The Indian baby clothing industry has seen significant developments from 2022 onwards, driven by several key factors. One of the most impactful is the growing awareness among parents about the need for high-quality, skin-friendly fabrics for their children. This trend is fuelled by an increase in disposable income and exposure to global standards, leading parents to seek premium, comfortable, and safe clothing options for their babies. Additionally, the influence of Western fashion trends through e-commerce platforms has set higher expectations for quality and design in the Indian market. As a result, there is a noticeable shift towards branded clothing, with a focus on materials that cater to the sensitive skin of infants. The rise of organized retail and the penetration of digital channels have further facilitated the growth and evolution of the baby clothing segment in India.

- Opportunities & Threats

The growing population of young Indian parents, coupled with a rise in disposable income, presents significant opportunities for the baby clothing industry. As more parents become aware of the importance of high-quality, baby-sensitive fabrics, there is an opportunity to establish strong brand loyalty by offering products that meet these expectations. The influence of Western brands through e-commerce has also raised the bar for quality and design, making it an ideal time for domestic brands to innovate and capture market share. However, the industry faces considerable threats, particularly from the increasing costs in the supply chain. The baby textile industry, with its high inventory costs, is vulnerable to fluctuations in raw material prices and logistics expenses. Moreover, the competition is intensifying, with both local and international players vying for the attention of the same target audience. This has led to a surge in advertising and brand-building costs, putting pressure on margins and profitability.

- Risks & Concerns

The baby clothing industry is fraught with risks, primarily stemming from the complex supply chain dynamics and rising operational costs. The industry?s reliance on high-quality fabrics and stringent safety standards means that even small disruptions in the supply chain can lead to significant financial losses. Additionally, the rising costs of raw materials, coupled with the need to maintain large inventories, pose a constant threat to profitability. The increasing competition, both from domestic and international brands, also adds to the pressure, as companies are compelled to spend more on marketing and promotional activities to maintain visibility and consumer interest. These factors, combined with the volatility in consumer spending, make it challenging to sustain growth in such a competitive landscape.

- Outlook

Looking ahead, the focus for this year will be on establishing our retail presence through strategic partnerships. This approach will allow us to create spaces where consumers can physically interact with our brand and products, thereby enhancing brand loyalty and customer engagement. While this expansion strategy may impact profitability in the short term due to the initial investments required, it is expected to lay a strong foundation for capturing market share and driving revenue growth in the coming years. We believe that by establishing a robust retail network and strengthening our brand presence, we will be well-positioned to capitalize on the opportunities presented by the growing demand for high-quality baby clothing in India.

12. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

13. NOMINATION AND REMUNERATION POLICY:

Popees Cares Limited has constituted a Nomination and Remuneration Committee and the Committee has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and Other employees and evaluation of the Directors. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The remuneration policy approved by the board of Directors is available on the website of the Company www.popeescares.com

14. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.popeescares.com

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents .

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy

j) Policy on Material Subsidiary

Since your Company?s Paid-up Capital and Net worth is less than Rs.10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.

15. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) of the said Act for the year is "Nil".

FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Company?s website www.popeescares.com

During the year and under review the Company has not received any complaints on sexual harassment.

18. PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

REPORT:

During the Financial Year Under Review, the Following material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company:

- Change in Management of the company consequent to the takeover of the Company. - Increase in the Authorized share capital of the company from existing Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten) each vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL AND CHANGE IN BOARD OF DIRECTORS DURING THE FINANCIAL YEAR :

The following directors were appointed consequent to the takeover of the Company with effect from 09^th November 2023 :

The following directors resigned consequent to the takeover of the Company witheffect from 09^th November 2023:

Directors? appointment / Re-appointment:

Appointment of Mrs. Linta Purayidathil Jose (DIN: 06413031) who retires by rotation and being eligible offers herself for re-appointment.

Company Secretary, CEO & Chief Financial Officer:

Composition of committees of the Board:

21. NUMBER OF MEETINGS OF THE BOARD AND BOARDS? COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit

Committee. The vigil mechanism policy is also available on the Company?s website www.popeescares.com

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors? report, key issues and areas of improvement, significant processes and accounting policies.

24. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its performance.

d) Providing perspectives and feedback going beyond information provided by the management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2023-24, to the extent as applicable.

a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of

Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

b) Independent Directors Meeting:

The meeting of the Independent Directors was held on 24^th May, 2023 as per schedule IV of the Companies Act, 2013.

c) Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.popeescares.com

27. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2023-24.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board?s Report.

29. AUDITORS AND AUDITORS REPORT: a) STATUTORY AUDITORS:

M/s. N Raja & Associates, Chartered Accountant, Statutory Auditors has shown their inability to continue as Statutory Auditors of the Company due to change in management subsequent to open offer and have tendered their resignation vide their resignation letter dated December 02, 2023 resulting into a casual vacancy in the office of Statutory Auditors of the company. Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, casual vacancy caused by the resignation of Auditors can be filled by the Board subject to the approval of the members.

Further, as per the recommendation of the Audit Committee, the Board proposes and recommends that , M/s. Mahesh C Solanki & Co, Chartered Accountants Firm (FRN- 006228C) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. N Raja & Associates, Chartered Accountants and shall hold office up to the conclusion of the ensuing General Meeting of the Company.

M/s. Mahesh C Solanki & Co, Chartered Accountants (FRN- 006228C), have conveyed their consent for the appointment as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Auditors' Report for Financial Year ended 31st March 2024 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors' Report is enclosed with the financial statements in the Annual Report and the same is self- explanatory.

b) SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct secretarial audit for the financial year 2023-2024.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure I. The Secretarial Audit report contain certain observation remarks.

Boards Reply:

The Board of Directors taking necessary actions to rectify the observation remarks in the Secretarial Audit Report

c) INTERNAL AUDITORS:

The Company has appointed M/s. Mathew Eapen & Co, as the Internal Auditors of the company for the Financial Year 2024-2025. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations except SOP Fines levied against the company by Bombay Stock Exchange.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

At present Directors are not receiving any remuneration from the company in view of the financial constraints

32. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

33. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.

34. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company and can be accessed at www.popeescares.com

35. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

36. DIRECTORS? RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors? Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures 2. the Directors have 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 or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

37. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2024, the Company?s Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17-27 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will not apply to the company.

FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

Technology absorption:

1. The efforts made towards technology absorption: N.A

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

- The details of technology imported: N.A

- The year of import: N.A

- Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings And Outgo: NA

39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

40. CAUTIONARY STATEMENT:

The statements contained in the Board?s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.