Arigato Universe Ltd Directors Report

During the year under review, the Company recorded a significant improvement in its financial performance. The total income of the Company increased to Rs. 2,941.59 Lakhs, as compared to Rs. 770.34 Lakhs in the previous financial year. The Company reported a Profit Before Tax (PBT) of Rs. 161.37 Lakhs during the financial year 2025-26, as against a loss before tax of Rs. 330.45 Lakhs in the previous year.

Further, the Profit After Tax (PAT) for the financial year 2025-26 stood at Rs. 227.42 Lakhs, compared to a loss after tax of Rs. 330.59 Lakhs reported in the previous financial year, reflecting a notable turnaround in the Companys financial performance.

The Company remains optimistic about its future growth prospects and is focused on leveraging emerging opportunities in the sectors in which it operates. The continued focus on infrastructure development, urbanisation, and government initiatives supporting the construction and real estate sectors is expected to create favourable opportunities for sustainable business growth.

During the year under review, the Company witnessed a significant improvement in its financial performance, reflecting the effectiveness of its strategic initiatives and operational efforts. Going forward, the Company aims to strengthen its market position by expanding its business operations, enhancing operational efficiency, improving resource utilisation, and exploring new avenues for growth.

The Company will continue to focus on maintaining strong business relationships, delivering quality products and services, and adopting prudent business practices to achieve long-term sustainable growth. The management remains committed to creating value for all stakeholders while ensuring responsible and transparent governance practices.

While the Company remains positive about the opportunities ahead, it will continue to closely monitor market dynamics, cost fluctuations, regulatory changes, and other external factors that may impact business performance. Through proactive management strategies and a customer-focused approach, the Company strives to achieve consistent growth and strengthen its position in the coming years.

The Company remains optimistic about its future growth prospects and is focused on leveraging emerging opportunities in the sectors in which it operates. The continued focus on infrastructure development, urbanisation, and government initiatives supporting the construction and real estate sectors is expected to create favourable opportunities for sustainable business growth.

During the year under review, the Company witnessed a significant improvement in its financial performance, reflecting the effectiveness of its strategic initiatives and operational efforts. Going forward, the Company aims to strengthen its market position by expanding its business operations, enhancing operational efficiency, improving resource utilisation, and exploring new avenues for growth.

The Company will continue to focus on maintaining strong business relationships, delivering quality products and services, and adopting prudent business practices to achieve long-term sustainable growth. The management remains committed to creating value for all stakeholders while ensuring responsible and transparent governance practices.

While the Company remains positive about the opportunities ahead, it will continue to closely monitor market dynamics, cost fluctuations, regulatory changes, and other external factors that may impact business performance. Through proactive management strategies and a customer-focused approach, the Company strives to achieve consistent growth and strengthen its position in the coming years.

During the year the Company did not declare any Dividend.

The company has transferred profit of INR 227.42 Lakh to the general reserve account for the Financial Year ending 31st March 2026.

During the financial year under review, your Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure-I forming part of the Annual Report.

The Company is engaged in the business of manufacturing and dealing in construction related materials and commodities. It also undertakes execution of contracts related to real estate, development of land, and dealing in immovable properties. Further, the Company is involved in the development of properties for hospitality and recreational activities along with providing related services.

The Company does not have any subsidiary or holding Company.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

At present the Board of the Company is adequately equipped and well represented by Women Directors and Independent Directors of high repute. The following composition of board of directors of the company as follows:

During the year, the Board met Ten (10) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

The Company had convened 01 (One) General meetings during the financial year under review. The Directors state that the applicable secretarial standard i.e. SS-2, relating to General Meeting, has been duly followed by the Company.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

i. They are not promoters of the Company or its holding, subsidiary or associate company;

ii. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

iii. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

iv. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

v. Independent Director, neither himself nor any of his relatives—

vi. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

a. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

i. firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

ii. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

1. Holds together with his relatives two percent or more of the total voting power of the company; or

c. is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

ii. Independent Director possesses such qualifications as may be directed by the Board.

ii. Independent Director possesses such qualifications as may be directed by the Board.

The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the Act and Regulation 17 of the SEBI LODR Regulations.

The performances of the Independent Directors were evaluated by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors.

Familiarization Program for Independent Directors is designed with an aim to make the Independent Directors aware about their roles, responsibilities and liabilities as per the Act, the SEBI LODR Regulations and other applicable laws and to get better understanding about the Company, nature of industry in which it operates and environment in which it functions, business model, long term/short term/strategic plans, important changes in regulatory framework etc. As a part of familiarization program, the Company makes presentations to the Board Members, inter alia, business strategies, management structure, HR Policy, and policies applicable as per the SEBI (LODR) Regulations.

At the time of appointing an Independent Director, a formal letter of appointment is given to him, which inter-alia explains the roles, rights and responsibilities expected of him as an Independent Director of the Company. The relevant policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to regulate, monitor and report trading by Insiders etc. are circulated to the Directors.

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

i. Directors had attended the Board meetings;

ii. The remunerations paid to Executive Directors are strictly as per the Company and industry policy;

iii. The Independent Directors only received sitting fees;

iv. The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views;

v. The Credit Policy, Loan Policy and compliances were reviewed periodically;

vi. Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

Pursuant of the provision of Section 149(8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 31st March, 2026, reviewed the performance of non-independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Currently, the Board has Three committees:

1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholders Relationship Committee.

Pursuant to the provisions of Section 177 of the Act, the Audit Committee of the Board as at 31st March, 2026, The Audit Committee comprises of -

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Committee met Eight (8) times during the year.

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration. The Committee met Two times during the year. As on 31.03.2026, the Nomination and Remuneration of the Board of Directors of the Company comprised of the following members:

The Stakeholders Relationship Committee had duly formed mainly to focus on the redressal of Shareholders /Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The Committee met Three times during the year. The terms of reference of the Committee are available on the website of the Company at www.arigatouniverse.com and it comprises of:

Pursuant to the Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

i. That in the preparation of the accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii. That the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31st March 2026 on a going concern basis;

v. The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls mean controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency;

vi. 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.

The company has developed Risk Management Policy mainly covering the following areas of concerns:

1. On the international currencies front, volatility of exchange rate is a matter of concern for a Company because major sales are in the form of exports worldwide besides corresponding imports in foreign currency for key raw materials. However, the risk associated with currency fluctuation has been mitigated by effective forex management policy;
2. Lack of clarity on future Government policies continues to be an area of major concern for the industry. The exact impact of this cannot be assessed until the proposed changes are actually

3. In line with the overall growth objective and strengthening of infrastructure base, the Company had invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values.

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

M/s L. D. Murarka & Co., Chartered Accountants (FRN: 118591W), Mumbai. The Internal Auditor conducts regular reviews of the Companys policies, processes, and internal control systems to ensure effective implementation and compliance with applicable requirements.

M/s. Bagdia & Company, Chartered Accountants (Firm Registration No.: 128256W), were appointed as the Statutory Auditors of the Company and have successfully completed the statutory audit of the Company for the financial year ended 31st March, 2026.

Subsequent to the closure of the financial year ended 31st March, 2026, M/s. Bagdia & Company, Chartered Accountants (Firm Registration No.: 128256W), tendered their resignation as the Statutory Auditors of the Company, resulting in a casual vacancy in the office of Statutory Auditors in accordance with the provisions of Section 139(8) of the Companies Act, 2013. The said casual vacancy arose with effect from 13th August, 2026.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with the applicable rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. AHJ & Associates, Chartered Accountants (Firm Registration No. 151685W), as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of the previous Statutory Auditors. The said appointment was approved by the Board of Directors at its meeting held on 02nd September, 2026, subject to the approval of the members of the Company at the ensuing Annual General Meeting.

M/s. AHJ & Associates, Chartered Accountants (Firm Registration No. 151685W), have provided their consent and confirmed their eligibility for appointment as Statutory Auditors of the Company in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder.

Registered Office: Plot No. 8, Flat No. 802, 28, Impressa Rise Apartment, Shivaji Nagar, Shankar Nagar, Nagpur, Maharashtra, India, 440010, Ph.+91 7841984000,

E-Mail: arigatouniverseltd@gmail.com

Website: www.arigatouniverse.com

The Board of Directors recommends the appointment of M/s. AHJ & Associates, Chartered Accountants (Firm Registration No. 151685W), as the Statutory Auditors of the Company for approval of the members at the ensuing Annual General Meeting. Upon approval by the members, the said Statutory Auditors shall hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year 2030-31, for a term of five consecutive years, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

The Auditors has not made any qualification to the financial statement. Their report on relevant notes on accounts are self-explanatory and do not call for any comments under Section 134 of the companies Act, 2013.

M/s Ramesh Singh & Associates, Company Secretary in Practice was appointed to conduct the Secretarial Audit of the company for the financial year 2025-2026 as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Secretarial Audit Report for F.Y. 2025-2026 is Annexure - II to this Boards Report.

Your Companys paid-up Equity Share Capital and Net-worth, on last day of the previous year, i.e., on March 31, 2026, are below the threshold limits mentioned in the Regulation 15(2) of the SEBI LODR Regulations. Hence, the compliance w.r.t. to Regulation 24A, i.e., Secretarial Compliance Report is not applicable to the Company for the financial year under review.

During the financial year under review, provisions of Section 148 of the Act, read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

During the financial year under review, neither the Statutory Auditors nor the secretarial auditors have reported to the Board or Audit Committee under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(i) the steps taken or impact on conservation of energy; The Company is committed to conserve energy and making the best use of this scarce resource.

(ii) the steps taken by the company for utilizing alternate sources of energy No alternate source of energy was used during the financial year under review.

(iii) the capital investment on energy conservation equipment No specific investment made during the financial year on energy conservation equipment.

(i) the efforts made towards technology absorption; No such cases

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; No such cases

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

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo: Earnings in foreign exchange: NIL Expenditure in foreign Currency: NIL

Earnings in foreign exchange: NIL Expenditure in foreign Currency: NIL

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Companys website. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no contract where in the related parties are interested. In accordance with the provisions of the Companies Act, 2013, the details of related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial. To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 shall be placed on the website of the Company and is accessible at the web-link: www.arigatouniverse.com

Your Companys paid-up Equity Share Capital and Net-worth, on last day of the previous year, i.e., on March 31, 2026, are below the threshold limits mentioned in the Regulation 15(2) of the SEBI LODR Regulations. Hence, the compliance w.r.t. to Regulation 27(2), i.e., Corporate Governance Report is not applicable to the Company for the financial year under review.

Your Company has put in place a policy for the prevention, prohibition and redressal of sexual harassment of women at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is applicable to all employees of the Company, including permanent, contractual, temporary employees and trainees. The Company is committed to providing a safe, secure and harassment-free workplace and strives to maintain an environment free from discrimination and harassment of any kind. The policy provides a framework for reporting, investigation and redressal of complaints relating to sexual harassment. During the financial year 2025-26, no complaints of sexual harassment were received by the Company.

The Company does not fall under any of the criteria specified under Section 135 of the Companies Act, 2013 during the relevant financial year. Accordingly, the provisions relating to constitution of CSR Committee and undertaking CSR activities are not applicable to the Company.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

During the Financial year under review, there were no one-time settlement of Loans taken from Banks and Financial institutions.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

During the Financial Year 2025-26, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

The Company Has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.