Aris International Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31 st Annual Report and the Companys Audited Accounts for the financial year ended 31 st March, 2026.

1. Financial Results

Particulars	Amount ( Rs. in lakhs)	Amount ( Rs..)
	2025-26	2024-25
Total Income	20.43	21.58
Total Expenditure	49.39	17.18
Profit/(Loss) Before Taxation	(28.96)	4.40
Net Profit/Loss	(28.96)	4.40
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 for the financial year ended 31 st March, 2026, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report as Annexure-I.

5. Deposits

Y our 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. Borrowing From Directors

During the year under review, the Company has not borrowed any funds from any of its Directors.

7. 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.

8. 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.

9. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to

(i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore Company is not required to comply with the said provisions.

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

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

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(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;

(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.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

11. Directors and Key Managerial Personnel Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dinesh Dhangare (DIN: 11418438) retires by rotation at the ensuing 31 st Annual General Meeting and, being eligible, offers himself for re- appointment.

During the year under review, following appointments were made:

a) Mr. Dinesh Dhangare (DIN: 11418438) was appointed as an Additional Director of the Company with effect from 15 th December, 2025. The Board has proposed his appointment as a Director at the ensuing 31 st Annual General Meeting. Further, the approval of the Members is also being sought for his appointment and change in designation from Director to Managing Director of the Company for a period of five years commencing from 15 th December, 2025 up to 14 th December, 2030.

b) Mr. Eknath Bade (DIN: 11523239) was appointed as an Additional Director in the category of NonExecutive Independent Director of the Company with effect from 5 th February, 2026. The Board has proposed his appointment as a Non-Executive Independent Director of the Company for a term of five consecutive years commencing from 5 th February, 2026 up to 4 th February, 2031, not liable to retire by rotation, at the ensuing 31 st Annual General Meeting.

c) Mr. Santosh Hambare (DIN: 11523270) was appointed as an Additional Director in the category of NonExecutive Non-Independent Director of the Company with effect from 5 th February, 2026. The Board has proposed his appointment as a Director of the Company, liable to retire by rotation, at the ensuing 31 st Annual General Meeting.

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

a) Mr. Nitin Kumar Bhalotia (DIN: 02067326), Managing Director, resigned from the Board with effect from 14 th May, 2025 due to other professional commitments.

b) Ms. Baljeet Kaur (DIN: 08430395), Executive Director, resigned from the Board with effect from 15 th December, 2025 due to other professional commitments.

c) Mr. Shashi Raghavan Acharya (DIN: 09573686), Non-Executive Independent Director, resigned from the Board with effect from 13 th February, 2026 due to other professional commitments.

d) Mr. Chanakya Chirag Agarwal (DIN: 05136288), Whole-Time Director, resigned from the Board with effect from 13 th February, 2026 due to other professional commitments.

Key Managerial Personnel

a) Mr. Pravin Chauhan resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from 14 th May, 2025 due to other professional commitments.

b) Ms. Gauri Agarwal is the Company Secretary and Compliance Officer of the Company.

12. 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.

13. Change in the Registered Address of the Company

During the year under review and subsequent period, the Board of Directors approved the shifting of the Registered Office of the Company on two occasions. Firstly, the Registered Office was shifted from INS Tower, 7th Floor, Office No. 707, A Wing, Bandra Kurla Complex, Bandra East, Mumbai - 400051 to Office No. 03B124, WeWork Enam Sambhav, C-20, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, within the same city, State and jurisdiction of the Registrar of Companies, with effect from 14 th May, 2025.

Thereafter, the Registered Office of the Company was further shifted from WeWork Enam Sambhav, C- 20, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 to WeWork Oberoi Commerz II, 20th Floor, CTS No. 95, 4B, 3 & 4, 590, Off Western Express Highway, Oberoi Garden City, Goregaon East (D2), Mumbai - 400063, within the same city, State and jurisdiction of the Registrar of Companies, with effect from 17 th June, 2026.

14. 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.

15. 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.

16. Meetings of the Board

During the financial year 2025-26, the Board of Directors of the Company met Seven (7) times. The intervening gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and applicable Secretarial Standards.

The dates on which the Board Meetings were held are as under:

S. No	Date of Meeting
1.	03-04-2025
2.	29-05-2025
3.	14-08-2025
4.	09-10-2025
5.	15-12-2025
6.	05-02-2026
7.	13-02-2026

17. 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 has been constituted pursuant to the applicable provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder.

During the financial year under review, the Audit Committee met Four (4) times on 29 th May, 2025, 14 th August, 2025, 9 th October, 2025 and 13 th February, 2026.

As on 31 st March, 2026 the Audit Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Eknath Bade	Chairperson
2.	Santosh Hambare	Member
3.	Dinesh Dhangare	Member

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

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted pursuant to the applicable provisions of Section 178 of the Companies Act, 2013 and the Rules made thereunder.

During the financial year under review, the Nomination and Remuneration Committee met Three (3) times on 3rd April, 2025, 15th December, 2025 and 5th February, 2026.

As on 31 st March, 2026, the Nomination and Remuneration Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Eknath Bade	Chairperson
2.	Santosh Hambare	Member
3.	Dinesh Dhangare	Member

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted pursuant to the applicable provisions of Section 178 of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, one [1] Meeting of the Stakeholders Relationship Committee was held on 13 th February, 2026.

As on 31 st March, 2026 the Stakeholders Relationship Committee comprises of;

Sr. No.	Name of the Members	Designation
1.	Santosh Hambare	Chairperson
2.	Eknath Bade	Member
3.	Dinesh Dhangare	Member

18. Directors Responsibility Statement as Required Under Section 134(3)(C) of the Companies Act, 2013.

The Directors state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31 st March 2026 and of the loss for the year ended on that date;

c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

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

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.

19. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

20. Maternity Benefit

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, wherever applicable. The Company is committed to providing a safe, supportive and nondiscriminatory work environment to its employees and extends maternity-related benefits in accordance with the applicable statutory requirements.

During the financial year under review, the Company continued to ensure compliance with the applicable provisions relating to maternity leave and other benefits prescribed under the said Act.

21. Change in nature of business:

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

22. Policy of Directors Appointment and Remuneration

In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by

the Board of Directors. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Directors, matter relating to the remunerations, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

23. Extract of Annual Return

A copy of the annual return for the year ended 31 st March 2026 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.

24. 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/.

25. 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.

26. 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.

27. 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/.

28. 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

29. 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 29 th Annual General Meeting of the Company, for a term of five consecutive years and that they hold office until the conclusion of 34 th 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 Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. HRU & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2025-26.

The Secretarial Audit Report is annexed to this Report as Annexure-B

c) Internal Auditor

The Board of Directors appointed M/s. C. C. Patil & Co. as the Internal Auditor of the Company for the financial year 2025-26 to carry out the internal audit of the Company in accordance with the applicable provisions of the Companies Act, 2013.

30. Listing of Equity Shares

The Equity Shares of the Company are listed on BSE Limited.

31. 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.

32. Confirmation of Compliance of Secretarial Standards

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

33. 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.

34. 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.

35. Particulars of Employees

During the financial year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the disclosure under the said provisions is not applicable to the Company.

36. Disclosure on establishment of a Risk Management Policy

Pursuant to section 134(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI Listing Regulations, 2015, your company has a Risk Management framework to identify, evaluate business risk and opportunities. Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companys management systems, organizational structures, processes, standards, code of conduct and behaviours governs how the Group conducts the business of the Company and manages associated risks.

37. The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31 st March, 2026:

• Number of complaints of sexual harassment received in a year -Nil

• Number of complaints disposed of during the year - Nil

• Number of cases pending for more than 90 days - Nil

The Company is not required to form an internal complaint committee under section 4 of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed in the Company.

38. Details of Designated Person:

As per the provisions of Rule 9(4) of the Companies (Management and administrative), Rules 2014, Mr. Dinesh Dhangare 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 2025-2026, if applicable.

39. 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.

On behalf of the Board of Directors For Aris International Limited

Sd/-

Dinesh Dhangare Chairman & Director DIN:11418438

Date: 18-08-2026 Place: Mumbai