Aristo Bio-Tech & Lifescience Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the report on the business and operations of your Company (the Company) for the financial year ended March 31, 2026. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Companys achievements and strategic direction.

FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards (AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations a nd Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

(Rs. In Lakhs)

PARTICULARS	F.Y. 2025-26	F.Y. 2024-25
Revenue From Operations	36,371.71	31,809.27
Other Income	45.65	45.36
Total Revenue	36,417.37	31,854.63
Less: Total Expenses Before Depreciation, Finance Cost and Tax	34,766.55	30,881.93
Profit Before Depreciation, Finance Cost and Tax	1,650.82	972.70
Less: Depreciation	292.47	260.24
Less: Finance Cost	388.59	165.77
Profit Before Tax	969.76	546.69
Less: Short Provision of Taxes in Earlier Year	-	-
Less: Current Tax	258.37	144.07
Less: Deferred Tax Liability (Liability)	(6.88)	(3.69)
Profit After Tax	718.26	406.31
Earning Per Share (Basic & Diluted)	10.55	5.97

Business Overview

Financial Performance:

During the year under review, your Company has met and exceeded expectations, delivering a robust performance across all fronts. Revenue from operations witnessed a significant increase, rising from ? 31,809.27 lakhs in the financial year 2024-25 to ? 36,371.71 lakhs in 2025-26 recording a growth of 14.34 %. This impressive performance was primarily driven by enhanced manufacturing output, improved production efficiency, and the successful adoption of advanced technologies.

The Companys growth momentum was further strengthened by increased production volumes and operational efficiencies achieved at its manufacturing facilities. As a result, Profit After Tax (PAT) for the financial year 2025-26 stood at ?718.26 lakhs, as compared to ?406.31 lakhs in the previous year, reflecting a substantial year-on-year growth of 76.79%.

The improved financial performance demonstrates the effectiveness of the Companys strategic initiatives, operational capabilities and business model. The Company remains focused on enhancing operational efficiencies, leveraging technology, strengthening its market position and pursuing sustainable growth opportunities. With a strong foundation and clear strategic direction, your Company is well positioned to capitalize on emerging opportunities and deliver sustained value to its stakeholders in the years ahead.

Dividend:

Considering the performance of the Company, the Board of Directors of the Company recommends a dividend of Rs. 0.60 (Rupees Sixty paisa only) (Six Percent) per Equity Share of Rs. 10 each for FY 2025-26.

The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 40.84 Lakhs.

Unclaimed Dividends:

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the dividend amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid dividend account and due dates of transfer to the IEPF is given below:

SR NO	FINANCIAL YEAR	DATE OF DECLARATION OF DIVIDEND	DUE DATE FOR TRANSFER TO IEPF
1	2024-25	September 08, 2025	November 07, 2032
2	2023-24	September 20, 2024	November 19, 2031
3	2022-23	September 26, 2023	November 25, 2030

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Transfer to General Reserve:

Your directors do not propose to transfer any amount to the Reserves for the financial year 2025-26. Instead, the total amount of net profit will be carried forward to the Reserves & Surplus, as reflected in the Balance Sheet of your Company.

Change in Nature of Business:

During the year, your Company has maintained its business operations and objectives without any changes. It continues to operate in the same line of business as outlined in the main object of the Company.

Change in the Registered Office:

During the year under review, there was no change in the registered office of the Company, it continues to be at: E-24/25/26, G.I.D.C, Manjusar, Taluka Savli, Dist. Vadodara, Gujarat, India - 391775

Share Capital:

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company is Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-up Capital:

During the year under review, there were no changes in the Issued, Subscribed, and Paid-up share capital of the Company.

The present Paid-up Capital of your Company is Rs. 6,80,78,000/-, divided into 68,07,800 Equity Shares of Rs. 10/- each.

Alteration of the Articles of Association of the company and Memorandum of Association:

During the year under review, there were no amendments or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents of the Company remain unchanged and continue to be in force.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

NAME OF DIRECTOR	CATEGORY CUM DESIGNATIO N	DATE OF ORIGINAL APPOINTMENT	DATE OF APPOINTMENT AT CURRENT TERM & DESIGNATION	*TOTAL DIRECTO R SHIPS IN ANOTHER CO. 1	*NO. OF COMMITTEE 2		NO. OF EQUITY SHARES HELD AS ON MARCH 31, 2026
					IN WHICH DIRECTOR IS MEMBERS	IN WHICH DIRECTOR IS CHAIRMAN
Mr. Narendra Singh Barhat	Chairman and Managing Director	March 17, 2005	September 10, 2023				22,83,200
Mrs. Kusum Narendra Singh Barhat	Executive Director	March 17, 2005	March 17, 2005				6,25,000
Mr. Ketankumar Harkantbhai Joshi	Whole Time Director & CFO	August 27, 2018	March 20, 2022				7,20,000
Ms. Rashmi Kamlesh Otavani	Non Executive Independent Director	March 20, 2022	April 06, 2022	2	4	1
Mr. Raghavender Mateti 3	Non Executive Independent Director	September 10, 2018	September 09, 2023		2	1
Mr. Laxman Singh Rathore	Non Executive Director	March 20, 2022	April 06, 2022		2	1

1 Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

2 Committee Includes Audit Committee, Shareholders Grievances & Relationship Committee Nomination & Remuneration Committee Across All Public Companies Including Our Company.

*As on March 31, 2026.

3 Mr. Raghavender Mateti was re-appointed as an Independent Director of the Company at the 18th AGM held on September 26, 2023, for a second and final term of five consecutive years, up to September 09, 2028. The Members have approved his continuation as an Independent Director notwithstanding his attaining the age of 75 years on August 29, 2026, by way of a Special Resolution passed at the said AGM.

The composition of the Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Com pany is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE:

During the year under review, there were no changes took place in constitution of the Board of Directors of the Company.

A. Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mrs. Kusum Narendra Singh Barhat (DIN: 00310065), is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the reappointment of Mrs. Kusum Narendra Singh Barhat as a Director for your approval.

The brief profile and other requisite details of the Directors proposed to be re-appointed, as required under Secretarial Standard- 2 (SS-2) on General Meetings and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing AGM and form part of this Annual Report.

Key Managerial Personnel:

During the financial year under review, there were changes in the Key Managerial Personnel of the Company, which are mentioned below:

• Cessation:

During the financial year 2025-26, Mrs. Ayushi Aditya Deodra (Membership No. 70433) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 29, 2025, due to personal reasons. She has confirmed that there were no other material reasons for her resignation.

• Appointment:

Following the above resignation, Ms. Diksha Jaiprakash Peswani (Membership No: A76634) was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 29, 2025.

As on the date of this report, the following individuals are designated as Key Managerial Personnel pursuant to Section 2(51) and Section 203 of the Companies Act, 2013:

• Mr. Narendra Singh Barhat - Chairman and Managing Director

• Mr. Ketankumar Harkantbhai Joshi - Whole Time Director & Chief Financial Officer (CFO)

• Ms. Diksha Jaiprakash Peswani - Company Secretary and Compliance Officer

Disclosure By Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP- 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

Declaration From Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Board Meeting:

The Board of Directors of the Company meets at regular intervals to deliberate on business opportunities, policies, strategies, and other key matters concerning the Company. In addition to scheduled meetings, the Board also convenes additional meetings as and when necessary.

During the year under review, Board of Directors of the Company met 8(Eight) times i.e. on May 29, 2025; June 20, 2025; July 04, 2025; August 14, 2025; August 22, 2025; November 14, 2025; December 30, 2025 and February 26, 2026.

The Company has complied with the provisions of Section 173 of the Companies Act, 2013, and the time gap between any two consecutive Board Meetings did not exceed 120 days, as required under the Act.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given below:

Name of Director	Designation	Number of Board Meeting held	Number of Board Meetings Eligible to attend	Number of Board Meeting attended	Presence at the previous AGM of F.Y. 2025-26
Mr. Narendra Singh Barhat	Chairman and Managing Director	8	8	8	Yes
Mrs. Kusum Narendra Singh Barhat	Executive Director	8	8	8	Yes
Mr. Ketankumar Harkantbhai Joshi	Whole-Time Director	8	8	8	Yes
Mr. Laxman Singh Rathore	Non- Executive Director	8	8	8	Yes
Mr. Raghavender Mateti	Non- Executive Independent Director	8	8	8	Yes
Ms. Rashmi Kamlesh Otavani	Non- Executive Independent Director	8	8	8	Yes

GENERAL MEETINGS:

During the year under review, the following General Meeting was held, the details of which is given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1	Annual General Meeting	September 08, 2025

POSTAL BALLOT:

During the year under review, the following Postal Ballots were held, the details of which is given as under:

Sr. No.	Type	Date of Postal Ballot	Date of Scruitnizers Report
1	Postal Ballot	July 20, 2025	July 22, 2025
2	Postal Ballot	August 03, 2025	August 05, 2025

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has 2 (Two) Non-Promoter NonExecutive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act.

Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on February 26, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Performance Evaluation:

Your Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• 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 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.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

Your Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

Your Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the quarterly, half yearly and yearly financial result.

Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times viz on May 29, 2025; August 14, 2025 and November 14, 2025 and February 26, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Mr. Laxman Singh Rathore*	Non-Executive NonIndependent Director	Chairperson	4	4
Mr. Raghavender Mateti	Non-Executive Independent Director	Member	4	4
Ms. Rashmi Kamlesh Otavani	Non-Executive Independent Director	Member	4	4

* The Board of Directors, at their meeting held on July 04, 2025, reconstituted the Audit Committee; Mr. Laxman Singh Rathore was appointed as the Chairperson of the Committee in place of Ms. Rashmi, and Ms. Rashmi Kamlesh Otavani will continue to serve as a Member of the Committee.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires as well as Company Secretary and Chief Financial Officer of the Company are regular invitees at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Compan

B. Stakeholders Grievance & Relationship Committee:

Your Board of Directors have constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; No n-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.

During the year under review, Stakeholders Grievance & Relationship Committee met 3 (Three) time i.e. on May 29, 2025; August 14, 2025 and November 14, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Mr. Raghavender Mateti	Non-Executive Independent Director	Chairperson	3	3
Ms. Rashmi Kamlesh Otavani	Non-Executive Independent Director	Member	3	3
Mr. Laxman Singh Rathore	Non-Executive Non Independent Director	Member	3	3

The Company Secretary of the company present in all meetings of Stakeholders Grievance & Relationship Committee held during the year.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2026.

C. Nomination and Remuneration Committee:

Your Board of Directors have formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 4 (Four) times, viz on May 29, 2025; August 14, 2025; August 22, 2025 and February 26, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Mr. Raghavender Mateti	Non-Executive Independent Director	Chairperson	4	4
Ms. Rashmi Kamlesh Otavani	Non-Executive Independent Director	Member	4	4
Mr. Laxman Singh Rathore	Non-Executive Non Independent Director	Member	4	4

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.

The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at

Remuneration of Director:

The details of remuneration paid during the financial year 2025-26 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e.

Public Deposit:

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Particulars Of Loans, Guarantees, Investments & Security:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the

Subsidiaries Associates and Joint Venture of the Company:

As on March 31, 2026 Your Company does not have any Subsidiary, Associate and Joint Venture Company.

Transactions with Related Parties:

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arms Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (List ing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to SME listed entities.

There were no materially significant Related Party Transactions:

• Exceeding 10% of the annual consolidated turnover of the Company, or

• Involving brand usage or royalty payments exceeding 5% of the annual consolidated turnover, that may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The Company has a mechanism in place to obtain prior omnibus approval of the Audit Committee for transactions which are repetitive and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the Audit Committee and the Board on a quarterly basis.

The details of the related party transactions for the Financial Year 2025-26 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys webs ite and can be accessed at:

Material Changes and Commitment:

There were no material changes or commitments that have occurred during the financial Year or between the end of the financial year on March 31, 2026 and the date of this Report that would affect the financial position of the Company.

Particular of Employees:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A .

Sexual Harassment of Women at Workplace:

The Company is committed to providing a safe, secure, respectful, and inclusive workplace where all employees are treated with dignity and respect. The Company has adopted a zero-tolerance approach towards sexual harassment and is committed to fostering a work environment free from harassment, discrimination, and intimidation. Appropriate measures are taken to promote awareness among employees and to encourage a culture of mutual respect, professionalism, and equal opportunity.

During the year under review,

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

The Policy is available on the Companys website at:

Compliance to the provisions relating to the Maternity Benefits Act, 1961

The company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

Details of Difference Between Amount of The Valuation Done at The Time of One Time Settlement and the Valuation Done While Taking Loan from the Banks or Financial Institutions Along with The Reasons Thereof

No such instances occurred during the financial year.

Risk Management:

The Company has in place a robust risk management framework to identify, evaluate, monitor, and mitigate various risks that may impact its business operations, financial performance, reputation, and strategic objectives. The framework is designed to ensure timely identification and effective management of key business risks, including strategic, operational, financial, regulatory, compliance, and cyber security risks.

The Board of Directors oversees the risk management framework and periodically reviews the key risks and the measures adopted for their mitigation. The Company continuously strengthens its risk management processes and internal control systems to respond effectively to the evolving business environment and regulatory requirements, thereby safeguarding the interests of all stakeholders and supporting sustainable long-term growth.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - B .

Compliance With the Provisions of Secretarial Standard 1 And Secretarial Standard 2:

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 that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Internal Financial Control Systems and Their Adequacy:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

Corporate Governance:

The Company firmly believes that sound corporate governance is fundamental to achieving sustainable growth and creating longterm value for its stakeholders. The principles of integrity, transparency, fairness and accountability are integral to the Companys culture, decision-making processes and business operations.

The Company is listed on the SME Emerge Platform of the National Stock Exchange of India Limited (NSE). Accordingly, the provisions relating to Corporate Governance specified under Regulations 17 to 27, certain clauses of Regulation 46(2), and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company, subject to the applicable regulatory provisions and exemptions.

Consequently, a separate Corporate Governance Report is not required to be annexed to or form part of this Annual Report. Nevertheless, the Company remains committed to maintaining high standards of corporate governance and ethical business conduct and continues to follow appropriate governance practices in the conduct of its affairs.

The Company believes that adherence to sound governance principles strengthens stakeholder confidence, promotes responsible decision-making and contributes to the Companys sustainable and long-term growth.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has adopted a Corporate Social Responsibility (CSR) Policy with the objective of contributing towards the social and economic development of the communities and stakeholders associated with the Company.

During the financial year under review, the Companys CSR obligation did not exceed ?50 lakh. Accordingly, pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors did not constitute a separate CSR Committee, and the functions and responsibilities of the CSR Committee, as applicable, were discharged by the Board of Directors.

The brief outline of the CSR Policy and the details of the CSR initiatives undertaken by the Company during the year are set out in Annexure - C to this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company is focused on creating meaningful and sustainable impact in the identified areas and among the intended beneficiaries and is available on the Companys website.

The Company remains committed to undertaking its CSR responsibilities in a meaningful, responsible and sustainable manner and to contributing positively to society and the communities in which it operates.

Management Discussion and Analysis Report:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure - D

Statutory Auditor and their Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the Annual General Meeting held on September 08, 2025, re-appointed M/s. Prakash Chandra Jain & Co., Chartered Accountants (FRN: 002438C), as the Statutory Auditors of the Company for a second term of four consecutive years, to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2029.

The Auditors Report on the financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s D.C. Parikh & Co., Chartered Accountants (Firm Reg. No. 107537W), Vadodara, as the Internal Auditor of the Company for the financial year 2025-26.

They have conducted periodic internal audits of various operational and financial functions and submitted their reports to the Audit Committee and the Board. Their observations and recommendations have helped strengthen the internal control systems and ensure compliance.

Maintenance of Cost Record:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of your Company, have appointed M/s. YS THAKAR & CO, Cost Accountants (Firm Registration No.: 000318), as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2025-26.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of your Company, in their meeting held on August 14, 2025, on the recommendation of the Audit Committee, have appointed M/s. YS THAKAR &

Accountants (Firm Registration No.: 000318) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2025-26. M/s. YS THAKAR & CO, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3) (g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

Your Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

Secretarial Auditor and their Report:

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report is annexed as Annexure - E to this Board Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. No.	Compliance requirement (regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ remarks of the practicing company secretary	Management Response
1.	As per Regulation 30 read with Schedule III, Part B, Section 4 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to disclose details relating to the awarding, bagging/receiving, amendment, or termination of awarded/bagged orders or contracts, which are not in the normal course of business, within twenty-four hours from the occurrence of the event or receipt of such information, where such event or information does not emanate from within the listed entity and are material in nature.	Delay in disclosure of an order received by the Company.	It was observed that the Company delayed the disclosure of the order received via e-mail on March 09, 2026 at 04:35 PM. The disclosure was made to the Stock Exchange on March 10, 2026 at 05:39 PM, resulting in a delay of approximately 1 hour and 4 minutes beyond the prescribed timeline of 24 hours.	The management has taken note of the observation. The delay occurred inadvertently due to an internal coordination and communication lapse. The Company has strengthened its internal monitoring and compliance mechanism to ensure timely identification and disclosure of events requiring disclosure under the applicable SEBI regulations.

Further, the management has taken note of the observations and has strengthened its compliance monitoring mechanism to ensure timely filing of statutory forms and updation of the Companys website. The Company has also taken note of the warning issued by NSE and has taken necessary corrective measures. As on the date of the Report, the requisite information on the Companys website has been duly updated.

Reporting of Fraud:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Significant/Material Orders passed by the Regulators:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements wh ich forms part of this Annual Report.

Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

Website:

Your Company has its fully functional website which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

Code For Prevention of Insider Trading:

Your Company has adopted a Code of Conduct (Code) to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information (UPSI). T he Code Covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

General Disclosure:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

(ii) Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.

(iii) No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and your Companys operation in future.

(iv) No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

(v) No one time settlement of loan was obtained from the banks or financial institutions.

(vi) No revisions were made in the financial statements and Directors Report of your Company.

Appreciations and Acknowledgement:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

Your Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors	Registered office:
Aristo Bio-Tech and Lifescience Limited	E-24/25/26, G.I.D.C., Ta. Savli,
CIN: L01100GJ2005PLC127397	Manjusar, Vadodara-391775,Gujarat

	Narendra Singh Barhat	Ketankumar Harkantbhai Joshi
Place: Vadodara	Chairman and Managing Director	W hole Ti me Director & CFO
Date: September 07, 2026	DIN: 00310306	DIN: 02089127