Aris International Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 30th Annual Report and the Companys Audited Accounts for the financial year ended 31st March, 2025.

1. Financial Results

	Amount (Rs in lakhs)	Amount (Rs.)
	2024-25 Current period	2023-24 Previous period
Total Income	21.58	56.36
Total Expenditure	17.18	43.59
Profit/(Loss) Before Taxation	4.40	12.77
Net Profit	4.40	12.77
Transfer to General Reserves	NIL	NIL

2. Dividend

The Company has not earned enough profits to recommend Dividend to the Members and therefore your Directors do not recommend any dividend on equity shares for the year under review.

3. Transfer to Reserve

The Company has not transferred any amount to the General Reserves during the year.

4. Management Discussion & Analysis Reports

The Management Discussion and Analysis Report has been separately furnished as an annexure to this Report as “Annexure A.”

5. Deposits

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

6. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statement. The details of the investments made by Company, if any, are given in the notes to the financial statements.

7. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

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 of the Company. Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

8. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

There were no foreign exchange earnings / outgo during the year.

10. Directors and Key Managerial Personnel

• Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Chanakya Chirag Agarwal (DIN:05136288) retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

During the year under review, following appointments were made:

a. Mr. Chanakya Chirag Agarwal (DIN:05136288) was appointed as Whole Time Director of the Company w.e.f. 30th November, 2024. Your Directors proposes his appointment in the ensuing 30th Annual General Meeting.

b. Ms. Baljeet Kaur (DIN: 08430395) was appointed as an Additional Director in Executive category w.e.f. 25th March, 2025. Your Directors proposes his appointment in the ensuing 30th Annual General Meeting.

c. Mr. Shashi Raghavan Acharya (DIN: 09573686) was appointed as an Additional Non-

Executive, Independent Director of the Company w.e.f. 11th January 2025. Your Directors proposes his appointment in the ensuing 30th Annual General Meeting.

During the year under review, the Board accepted resignation of the following Directors:

a. Mr. Krishnan Govindan (DIN: 08544832) was appointed as an Additional Non-Executive, Non Independent Director of the Company w.e.f. 11th June 2024 and tendered his resignation from the post vide letter dated 19th August, 2024 due to other professional commitments

b. Mr. Avinash Ramshiromani Tiwari (DIN: 05336563), Non- Executive Independent Director, has tendered his resignation from the post vide letter dated 03rd July, 2024 due to other professional commitments and personal reasons.

c. Mr. Ramesh Chandra Mishra (DIN: 00206671), Non- Executive Director, has tendered his resignation from the post vide letter dated 13th August, 2024 due to other professional commitments.

d. Mrs. Sanghamitra Sarangi (DIN: 08536750), Director, has tendered her resignation from the post vide letter dated 13 th November, 2024 due to personal reasons.

e. Mr. Nilesh Harkesh Yadav (DIN: 10518738) was appointed as Additional Independent Director of the Company on 13 th August, 2024 and was regularised in the 29th Annual General Meeting of the Company held on 26th September, 2024 and has tendered his resignation from the post vide letter dated 25th March, 2025 for due to other professional commitments.

f. Mr. Nitin Kumar Bhalotia (DIN: 02067326), Managing Director, has tendered his resignation from the post vide letter dated 14th May, 2025 due to other professional commitments.

• Key Managerial Personnel

i. Mr. Deepak Babulal Kharwad, Chief Financial Officer and Key Managerial Personnel, has tendered his resignation from the post vide letter dated 13 th August, 2024 due to certain personal and unavoidable circumstances.

ii. Mr. Pravin Chauhan, was appointed as the Chief Financial Officer and Key Managerial Personnel, on 13th August, 2024 and has tendered his resignation from the post vide letter dated 14th May, 2025 due to other professional commitments.

iii. Ms. Manali Arun Naik, Company Secretary and Compliance Officer of the Company, has tendered her resignation from the post vide letter dated 27th December, 2024 for due to her consideration of personal, professional goals and to explore new opportunities

iv. Ms. Gauri Agarwal (ACS No: A54024) was appointed as the Company Secretary (designated as the Key Managerial Personnel) and Compliance Officer of the Company on 18th July, 2025.

11. Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

12. Change in the Registered Address of the Company

The Board of Directors of the Company has also approved shifting of the registered office of the Company from the existing Office at INS Tower, 7th Floor, Office No. 707, A Wing, Bandra Kurla Complex, Bandra East, Mumbai - 400051. to Office No. 03B124 at WeWork Enam Sambhav, C-20, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 40005 lwithin same city same state and within same ROC with effect from 14th May, 2025.

13. Board Evaluation

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013, the Board has carried out an evaluation of its own performance as well as performance of Independent Directors and Board as a whole.

14. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under Investors Relation Section.

15. Meetings of the Board

Fourteen (14) meetings of the Board of Directors were held during the year on 02nd May, 2024, 18th May, 2024, 11th June, 2024, 09th July, 2024, 13th August, 2024, 16th August, 2024, 28th August, 2024, 14th November, 2024, 30th November, 2024, 28th December, 2024, 11th January 2025, 07th February, 2025, 17th March, 2025 and 25 th March, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The 29th Annual General Meeting of the members of the Company was held on 26th September, 2024.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 has been held on 17th March, 2025, as per the requirements of the Companies Act, 2013.

16. Committees of the Board:

In accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

A. Audit Committee;

B. Nomination and Remuneration Committee and

C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

The Audit Committee is in alignment with provisions Section 177 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year under review, Four [4] Meetings of the Audit Committee were held on 18th May, 2024, 13th August, 2025, 14th November, 2024 and 07th February, 2025.

As on 31st March, 2025 the Audit Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Mr. Shashi Acharya	Chairperson, Independent Director
2.	Mr. Nilesh Yadav	Member, Independent Director
3.	Mr. Chanakya Agarwal	Member, Wholetime Director

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

B. NOMINATION AND REMUNERATION COMMITTEE:

As on date of this report the composition of the Nomination and Remuneration Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year under review, Five [5] Meetings of the Nomination and Remuneration Committee was held on 11th June, 2024, 13th August, 2024, 30th November, 2024, 11th January, 2025, and 25th March, 2025.

As on 31st March, 2025, the Nomination and Remuneration Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Mr. Shashi Acharya	Chairperson, Independent Director
2.	Mr. Nilesh Yadav	Member, Independent Director
3.	Mr. Chanakya Agarwal	Member, Wholetime Director

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on date of this report the composition of the Stakeholders Relationship Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

During the year under review, One [1] Meeting of the Stakeholders Relationship Committee was held on 18 th May, 2024.

As on 31st March, 2025 the Stakeholders Relationship Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Mr. Shashi Acharya	Chairperson, Independent Director
2.	Mr. Nilesh Yadav	Member, Independent Director
3.	Mr. Chanakya Agarwal	Member, Wholetime Director

19. Change in nature of business:

There was no change in nature of business during the year under review.

20. Extract of Annual Return

A copy of the annual return for the year ended 31st March 2025 is uploaded on the website of the Company at https://www.arisinternational.in/ in terms of sub-section (3) of section 92 of the Companies Act, 2013.

21. Related Party Transactions

There were no related party transactions that were required to be entered into during the financial year. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Policy on Related party Transactions has been published on the Companys website under the Investors Section at https://www.arisinternational.in/.

22. Subsidiary Companies, Joint Venture or Associate Companies

The Company does not have any Subsidiary Company, Joint Venture or Associate Companies during the year under review.

23. Code of Conduct

The Code has been prepared and is posted on the website of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

24. Vigil Mechanism / Whistle Blower Policy (WBP)

The WBP is in place and is posted on the website of the Company at https://www.arisinternational.in/.

25. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

26. Auditors and Auditors Report

a) Statutory Auditor

Pursuant to provisions of Section 139, M/s B.M. Gattani & Co., Chartered Accountants, (Firm Registration No. - 113635W), were appointed as Statutory Auditors of your Company at the 29th Annual General Meeting of the Company, for a term of five consecutive years and that they hold office until the conclusion of 34th Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HRU & Associates, Companies Secretaries as the Secretarial Auditors of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith as “Annexure B” to this Report.

There is no Qualification or adverse remark made by the Auditor in their Report.

c) Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company.

27. Statement Pursuant to Listing Agreement

The Companys Equity shares are listed at Bombay Stock Exchange of India Limited. The Annual listing fee for the year 2025-26 has been paid.

28. Corporate Social Responsibility

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. However, the Company is not covered by the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of Net Worth and Net profit as laid down therein.

29. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

30. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

31. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

32. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are not applicable as no employee was in receipt of remuneration exceeding the limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, whether employed for the full year or part of the year.

33. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2023-24, no complaints were received by the Company related to sexual harassment.

34. Details of Designated Person:

As per the provisions of Rule 9(4) of the Companies (Management and administrative), Rules 2014, Mr. Chanakya Agarwal has been appointed as the designated person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company. However, during the year under review no beneficial interest was created in the shares of the Company and the necessary details of the designated person will be furnished in the Annual return filed by the Company for the financial year 2024-2025, if applicable.

35. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, auditors, shareholders of the Company for their continued cooperation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities, Stock Exchange and all other statutory and/or regulatory bodies.

	By Order of the Board of Directors
	For Aris International Limited
	Chanakya Agarwal
	Whole Time Director
	(DIN: 05136288)
Place: Mumbai
Dated: 3rd September, 2025