FOR THE FINANCIAL YEAR 2024-2025

To,

The Members,

Arigato Universe Limited

(Formerly Known as Saboo Brothers Limited),

Your directors take pleasure in presenting the 46^th Annual Report of the Company together with

the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Your Company's Total Income during the year under review was Rs. 770.35 Lakhs as compared to Rs. 214.37 Lakhs in the previous year. Profit before Tax for the year 2024-25 was Rs. (330.44) Lakhs as compared to Rs. 28.02 Lakhs. Profit/(loss) after Tax for the year 2024-25 stood at Rs. (330.58) Lakhs as compared to Rs. 23.65 Lakhs in the previous year.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited Review and publishes Audited Financial Results on an annual basis.

2. DIVIDEND:

During the year the Company did not declare any Dividend.

3. TRANSFER TO RESERVES:

The company has transferred loss of INR 330.58 Lakh to the general reserve account for the Financial Year ending 31st March 2025.

4. DEPOSITS:

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.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's 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.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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. 45

7. SUBSIDIARY/HOLDING COMPANY:

The Company does not have any subsidiary or holding Company.

8. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE

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.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

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 under review, Mr. Apurv A. Hirde, the Company Secretary, resigned from his position on 27^th November 2024. To fill the resulting vacancy, Ms. Priyanka Sharma was appointed as Company Secretary and Compliance Officer on 15^th February, 2025. However, Mr. Nikhil Kuwar Singh and Mr. Sarojkumar Gupteshwar Pandey resigned on 05^th May, 2025.

During the year, the Board met Thirteen (13) 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's Board of Directors consists of distinguished individuals with proven competence and integrity. As of March 31, 2025, the Board Comprises of Eight (8) Directors, out of which Five (5) is Executive Director and three (3) are Non-Executive Directors (including Two Woman Director).

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 ⁴⁷ year; ^Page 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; b. Holds together with his relative's 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.

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 Programme 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 programme, 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. All 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 31-03-2025, 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. As on 31st March 2025, the Board Comprises of of Eight (8) Directors, out of which Five (5) is Executive Director and three (3) are Non-Executive Directors (including Two Woman Director).The policy of the Company on director's 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.

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

As on 31.03.2025, the Audit Committee of the Board of Directors of the Company comprised of the following members:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration. As on 31.03.2025, the Nomination and Remuneration of the Board of Directors of the Company comprised of the following members:

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The Stakeholder's 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 terms of reference of the Committee are available on the website of the Company at www.arigatouniverse.com and it comprises of:

The Key Features of the Policy of the said committee are as follows: For Appointment of Independent Director (ID): i. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director (ID); ii. He/She has to fulfill the requirements as per section 149 of the Companies Act,

2013 read with Clause 49 of the Listing Agreement; iii. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013; iv. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company; 52 v. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders; vi. Independent Director should be able to devote time for the Board and other meetings of the company; vii. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

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 31^st March, 2025, 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 31^st March 2025 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 introduced and implemented;

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.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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 Company's 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 Accountant (FRN.118591W), Mumbai, has been appointed as an Internal Auditor of the Company for the Financial Year 2024-2025.

M/s. Bagdia & Company, Chartered Accountants (FRN.:128256W), Chartered Accountants were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 44^th AGM of the Company until the conclusion of the 49^th AGM of the Company to be held in the year 2028.

The Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its power including the powers conferred by this Resolution) be and is hereby Authorised to take such steps as may be necessary, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this appointment.

The Auditors has made certain qualification to the financial statement as stated below:

"According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not complied with the provisions of Sections 186 of the Companies Act, 2013 in respect of loans granted. The Company has exceeded the limits prescribed under Section 186 without obtaining requisite approvals."

The Company is under process of Complying with the provisions of Sections 186 of the Companies Act, 2013. 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. Jain Preeti & Company, Company Secretary in Practice was appointed to conduct the Secretarial Audit of the company for the financial year 2024-2025 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2024-2025 is Annexure - II to this Board's Report.

Your Company's paid-up Equity Share Capital and Net-worth, on last day of the previous year, i.e., on March 31, 2025, 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 Company's 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

(iii) 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; NIL (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

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 Company's 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 Company's 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 Company's paid-up Equity Share Capital and Net-worth, on last day of the previous year, i.e., on March 31, 2025, 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.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2024-2025.

Directors are thankful to their bankers for their continued support to the company.

As per the Companies Act, 2013 all companies having net worth of 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a appropriate corporate social responsibility (CSR) Committee of the Board of Directors comprising there or more directors, at least one of whom an independent director and such company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

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, 2025 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 software's 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 2024-25, 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.

The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

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.