Arisinfra Solutions Ltd Directors Report

To,

The Members of Arisinfra Solutions Limited

The Board of Directors are pleased to present the Integrated Annual Report on the business and operations of the Company (the Company or Aris), along with the audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2026.

1) STATE OF COMPANYS AFFAIRS OF THE COMPANY

The performance of the businesses is detailed out in the Management Discussion and Analysis Report (MDA) which forms part of this Integrated Annual Report.

2) FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the FY ended on March 31, 2026 are summarized below:

(Amount in Rs. millions)

	Standalone		Consolidated
PARTICULARS	YEAR ENDED March 31,2026	YEAR ENDED March 31,2025	YEAR ENDED March 31,2026	YEAR ENDED March 31,2025
Revenue from operations	6,557.96	5,352.18	10,674.63	7,676.72
Other income	396.16	189.74	124.93	143.10
Total income	6,954.12	5,541.92	10,799.56	7,819.82
Less: Total expenses	6,622.42	5,665.28	9,988.26	7,623.55
Profit/(loss) before taxation	305.91	(197.09)	785.50	122.54
Tax expenses / (credit)	56.84	(20.32)	182.65	62.41
Profit/(loss) after taxation	249.07	(176.77)	602.85	60.13
Earnings per equity share (amount in INR)
Basic earnings per share	3.26	(3.14)	6.89	0.37
Diluted earnings per share	3.23	(3.14)	6.84	0.36

3) CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

4) OVERVIEW/ OPERATIONS OF GROUPS FINANCIAL PERFORMANCE

We are a Business-to-Business (B2B) Company operating in a growing construction materials market focusing on digitizing and automating the entire procurement process for construction materials and delivering an efficient end-to-end procurement experience.

Revenue Growth:

Consolidated revenue from operations for FY26 was ^10,674.63 million, which is a 39.1% year-over-year increase compared to ^7,676.72 million in FY25. This represents an absolute increase of about ^2,997.91 million in revenue.

Profitability Turnaround and Surge:

The companys consolidated Profit After Tax (PAT) grew 10x YoY to Rs.603 Mn in FY26, from Rs.60 Mn in FY25, driven by operating margin expansion on the back of DaaS revenue doubling and 95% growth in contract

manufacturing, coupled with a Rs.136 Mn YoY reduction in finance costs following repayment of debt from IPO proceeds.

EBITDA and Margins:

In FY25, our EBITDA was ^506.03 million with an EBITDA margin of around 6.59%. In FY26, the EBITDA margin improved significantly to 9.42%, which is an increase of about 283 basis points compared to FY25. This margin expansion reflects better operational efficiency, cost control, and the companys shift toward higher-value execution-led infrastructure segments like asphalt and road materials.

Standalone Performance:

On a standalone basis, revenue from operations for FY26 was ^6,557.96 million, and standalone net profit was ^249.07 million. Notably, the standalone operation reversed a prior-year loss and turned profitable in F.Y.26.

Aris delivered a standout FY26 with revenue growing nearly 39% year-over-year, profit increasing tenfold, EBITDA margins expanding by 283 basis points. The company reversed prior-year losses on both standalone and consolidated bases, demonstrating successful scale-up, operational efficiency improvements, and entry into higher-margin infrastructure execution segments.

No material changes or commitments have occurred between the end of the Financial Year and the date of this Report.

5) DIVIDEND

Considering that the Company is in a growing stage and has undertaken many projects to support its business expansion, the Board did not recommend any dividend for the financial year ended March 31, 2026 as per the provisions of the Companies Act, 2013, as amended (the Act), and the Rules framed thereunder.

6) DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held on January 30, 2026 adopted an updated policy on Distribution of Dividend to comply with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations),which specifies various factors/parameters to be considered while deciding to recommend or declare a dividend.

The Dividend Distribution Policy of the Company is available on the Companys website, at https://aris.in/ pages/board-of-directors.

7) AMOUNT TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to the General Reserve during the year under review.

8) MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

In terms of the provisions of Regulation 34 read with Schedule V(B) of the SEBI Listing Regulations, a detailed report on MDA forms an integral part of this Integrated Annual Report and gives an update, inter alia, on the following matters:

1. Economic Overview

2. Industry Overview

3. Key Growth Drivers

4. Opportunities & Threats

5. Company Overview

6. Business Performance

7. Risk Management

8. Financial Performance

9. People

9) CREDIT RATING

The Company received credit ratings from Acuite Ratings & Research Limited on February 6, 2026. Acuite Ratings & Research Limited assigned a long-term rating of ACUITE BBB with a Stable outlook. There has been no revision in credit ratings during the year. The ratings given by these agencies as on date of the report are as follows:

Product	Quantum (K Cr)	Long Term Rating	Short Term Rating
Bank Loan Ratings	150.00	ACUITE BBB Stable Assigned	-
Total Outstanding	150.00	-	-
Total Withdrawn	0.00	-	-

During the year under review, Aris formally rejected the credit rating assigned by ICRA Limited for its bank facilities. The Company communicated this decision to ICRA on December 16, 2025 in compliance with SEBI Listing obligations, and ICRA confirmed the non-acceptance. This non-acceptance is publicly disclosed on ICRAs website under Ratings assigned and not accepted.

10) CHANGES IN CAPITAL STRUCTURE

Following are the changes in Authorized/ Subscribed/ Issued/ Paid-up Capital of the Company during financial year ended March 31,2026:

(A) Changes in Authorised Share Capital of the Company:

In the 4 th Annual General Meeting of the Company held on September 29, 2025, the Members by way of ordinary resolution had approved the alteration of the Memorandum of Association of the Company for reclassification of the Authorised Share Capital.

Accordingly, the Authorised Share Capital of the Company has been reclassified as under:

Particulars	From	To
Total Authorised Share Capital	^22,30,00,000/- (Rupees Twenty-Two Crore Thirty Lakh only)	^22,30,00,000/- (Rupees Twenty-Two Crore Thirty Lakh only)
Equity Shares	^20,00,00,000/- divided into 10,00,00,000 Equity Shares of Rs.2/- each	^22,22,38,000/- divided into 11,11,19,000 Equity Shares of Rs.2/- each
Preference Shares ( Rs.2 each)	^2,22,38,000/- divided into 1,11,19,000 Preference Shares of Rs.2/- each	-
Preference Shares ( Rs.10 each)	^7,62,000/- divided into 76,200 Preference Shares of Rs.10/- each	^7,62,000/- divided into 76,200 Preference Shares of Rs.10/- each

(B) Changes in Paid-up Share Capital of the Company

During the year under review, the Company allotted 3,33,510 (Three Lakh Thirty-Three Thousand Five Hundred Ten) equity shares of face value T2/- each pursuant to the exercise of stock options under the said ESOP 2021 on December 8, 2025.

During the year under review, the Company allotted 66,870 (Sixty Six Thousand Eight Hundred and Seventy) equity shares of face value T2/- each pursuant to the exercise of stock options under the said ESOP 2021 on December 25, 2025.

During the year under review, the Company allotted 3,12,340 (Three Lakhs Twelve Thousand Three Hundred and Forty) equity shares of face value T2/- each pursuant to the exercise of stock options under the said ESOP 2021 on February 17, 2026.

Post closing of the FY 2025-26, the Company allotted 32,600 (Thirty Two Thousand Six Hundred) equity shares

of face value T2/- each pursuant to the exercise of stock options under the said ESOP 2021 on June 23,2026

The equity shares so allotted, ranked in pari passu in all respects with the existing equity shares of the Company.

The Company does not have any shares with differential voting rights or sweat equity.

11) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company has 7 (seven) Subsidiary Companies and 1 (one) Associate Company and there has been no material changes in the nature of the business of the subsidiary(ies) and associate companies. Lionheart Trading Private Limited (Formerly known as Arisinfra Trading Private Limited) a wholly owned subsidiary of the Company, was classified as a material subsidiary of the Company during the financial year under review in accordance with the thresholds prescribed under the SEBI Listing Regulations.

Sr. No.	Name of the Subsidiary Companies	% Shareholding	Status
1	Lionheart Trading Private Limited (Formerly known as Arisinfra Trading Private Limited)@	100.00%	Wholly Owned Subsidiary Company
2	Buildmex-Infra Private Limited	76.00%	Subsidiary Company
3	Arisunitern RE Solutions Private Limited*	73.75%	Subsidiary Company
4	White Roots Infra Private Limited	55.98%	Subsidiary Company
5	Arisinfra Construction Materials Private Limited	51.00%	Subsidiary Company
6	Arisinfra Realty Private Limited	51.00%	Subsidiary Company
7	JS Infra Core Private Limited*	70.00%	Subsidiary Company

@Change of name with effect from July 02, 2026

* In order to improve the synergies and optimize administrative and operating costs, the Board of Directors of the Company in its meeting held on March 18, 2026, approved merger of Arisunitern RE Solutions Private Limited with the holding company, Arisinfra Solutions Limited.

* JS Infra Core Private Limited became the subsidiary of our company w.e.f. January 31, 2026 (i.e. Date of incorporation)

Sr. No. Name of the Associate	% Shareholding	Status
1 Vishwa Hitay Foundation*	20.00%	Associate Company
Vishwa Hitay Foundation became the associate of our company w.e.f. October 30, 2025 (i.e. Date of incorporation)

The consolidated financial statements of the Company 12) for the financial year March 31, 2026 are prepared in compliance with the applicable provisions of the Companies Act including Indian Accounting Standards specified under Section 133 of the Companies Act.

Audited financial statements of each of the subsidiary companies are available on the website of the Company and can be accessed at https://aris.in/pages/investor- relations-financial-results

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in the prescribed Form AOC-1 ( Annexure-I ) forms part of the financial statements of the Company.

MAJOR EVENTS OF THE COMPANY

The following major events were undertaken by the Company during and after the financial year under review:

- Our Company has been classified under Top 2000 Listed Entities by Market Capitalisation

Pursuant to Regulation 3(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), recognized stock exchanges annually publish the rankings of listed entities based on their average market capitalization for the period from July 1 to December 31 of that calendar year.

We are pleased to report that, based on the latest rankings published by the recognized stock exchanges, the Company has achieved the following positions:

This places the Company among the Top 2000 listed entities in India by market capitalisation -a noteworthy milestone that reflects the Companys sustained market presence and growing investor confidence.

In line with these rankings, the applicable provisions of the SEBI LODR Regulations become effective from April 1st of the immediately succeeding financial year.

The Board has been duly apprised of:

- The Companys current market capitalization ranking;

- The regulatory provisions applicable based on such classification; and

- The Companys compliance status with all mandatory requirements, along with select voluntary best practices adopted to strengthen governance standards.

The Company continues to be fully compliant with the applicable provisions of SEBI (LODR) Regulations and proactively adopts enhanced governance practices, reinforcing its commitment to transparency, accountability, and long-term value creation for all stakeholders.

- Redemption of Series A Debentures: On

June 26, 2025, the Company redeemed all the outstanding Fully Secured, Redeemable, Unrated, Unlisted, Non-Convertible Debentures (Series A Debentures). Each Series A Debenture has a face value and issue price of ^1,00,000 (Rupees One Lakh only), and the total redemption amount aggregates to ^66,83,00,000 (Rupees Sixty- Six Crores and Eighty-Three Lakhs only). The redemption was funded out of the proceeds received from the Companys Initial Public Offering (IPO).

- Initial Public Offer of Equity Shares:

The Company has completed an initial public offering (IPO) and received gross proceeds of ^4,995.96 Million on account of fresh issue of Equity Shares. The Companys equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on June 25, 2025.

The Directors place on record their appreciation for the support received from the merchant bankers, legal counsels, regulators including Securities and Exchange Board of India, Stock Exchanges and

Registrar of Companies and other stakeholders in successfully completing the IPO and listing. The Directors also express their gratitude to the shareholders for their trust and confidence in the Company.

13) DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of Executive and Non-Executive Directors, with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, technical, brand building, social initiative, general management and strategy. All Directors except, Chairman & Managing Director and Independent Directors, are liable to retire by rotation as per the provisions of the Companies Act, 2013.

1	Mr. Ronak Kishor	Chairman and
	Morbia	Managing Director
2	Mr. Bhavik Jayesh	Whole Time Director &
	Khara	Chief Financial Officer (CFO)
3	Mr. Siddharth	Vice Chairman and
	Bhaskar Shah	Non-Executive Director
4	Mrs. Gitanjali Rikesh Mirchandani	Independent Director
5	Mr. Ramakant Sharma	Independent Director
6	Mr. Renganathan Bashyam	Independent Director

During the financial year 2025-26, following were the changes in the Directors:

- Mr. Siddharth Bhaskar Shah (DIN: 05186193) Vice Chairman and Non - Executive Director and Mr. Renganathan Bashyam (DIN: 01206952) Independent Director were appointed by the shareholders in general meeting held on September 29, 2025

- Mr. Manish Kumar Singh (DIN: 06736030) resigned from the position of Nominee Director of the Company, with effect from December 17, 2025.

- Mr. Ravi Venkatraman (DIN: 00307328) resigned from the position of Independent Director of the Company, with effect from January 14, 2026.

The Board of Directors placed their appreciation for the contributions made by Mr. Manish Kumar Singh and Mr. Ravi Venkatraman as directors of the Company.

During the financial year 2025-26, following were the changes in the KMPs of the Company.

- Mr. Amit Gala resigned as the Chief Financial Officer (CFO) of the Company, with effect from July 13, 2025.

Particulars	Ranking
BSE	1378
NSE	1322

The Board of Directors placed their appreciation for the contributions made by Mr. Amit Gala as the CFO of the Company.

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, as on March 31, 2026, the following are the KMPs of the Company:

- Mr. Ronak Kishor Morbia, Chairman & Managing Director;

- Mr. Bhavik Jayesh Khara , Whole Time Director & CFO

- Mr. Srinivasan Gopalan, Chief Executive Officer (CEO ) and

- Mr. Latesh Shailesh Shah, Company Secretary & Compliance Officer

Declaration by Independent Directors:

AH the Independent Directors of the Company have given their respective declaration(s) of Independence in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16( 1)(b) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company have satisfied themselves and are of the opinion that the Independent Director(s) appointed possess relevant expertise and experience, passed proficiency self-assessment test, if applicable, and are persons of integrity.

On the basis of the written representations received from the directors, none of the above directors are disqualified under section 164(2) of the Act.

Separate Meeting of Independent Directors

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 18, 2026.

The Independent Directors at the meeting, inter-alia, reviewed the following:

- Performance of Non-Independent Directors and the Board as a whole;

- Performance of the Chairperson of the Company, taking into account the views of Whole-time Director/Executive Directors and Non-Executive Directors; and

- Assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board that is necessary for

the Board to effectively and reasonably perform its duties

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Bhavik Jayesh Khara (DIN: 09095925) Whole Time Director and CFO of the Company, will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for reappointment. The Board, on the recommendation of the Nomination & Remuneration Committee, recommended his reappointment at the ensuing AGM.

The brief details of Mr. Bhavik Jayesh Khara, Whole Time Director and CFO who is proposed to be re-appointed as a director, as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of ensuing AGM of the Company.

14) MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year 2025-26, the Board of Directors in their meeting held on March 18, 2026, approved a scheme of amalgamation of Arisunitern RE Solutions Private Limited, subsidiary Company (AUSPL or transferor company) with Arisinfra Solutions Limited (ASL or transferee company) and their respective shareholders (scheme or draft scheme). This scheme of amalgamation shall be effective from the appointed date subject to approval of the shareholders, creditors, stock exchanges, SEBI, NCLT and any other sectoral or regulatory authority, as may be required.

15) DEVIATION & VARIATION IN THE UTILIZATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026, the Company confirms that during the financial year under review, there was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated June 20, 2025.

In view of the above, the Company post its Issue and Listing of shares on June 25, 2025, has not reported any deviation and variation through the Monitoring Agency appointed in this regard.

The Monitoring Agency Reports are filed with BSE and NSE, where the equity shares of the Company are listed, as mandated under Regulation 32(6) of the SEBI Listing Regulations, every quarter. The Monitoring Agency Reports are available under the Investors section on our website at https://aris.in/pages/investor-relations-

disclosures. The report from the Monitoring Agency for the quarter and year ended March 31, 2026, was submitted to the Stock exchanges on May 08, 2026.

16) COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Remuneration Policy of Directors, Key Managerial Personnel and other Employees which was revised and updated Remuneration Policy was approved by the Board on January 30, 2026. It lays down guiding principles for determining remuneration in order to attract, retain and motivate members of the Board, Key Managerial Personnel and other executives of the Company.

The said policy is available on the website of the Company at: https://aris.in/pages/board-of-directors .

17) PERFORMANCE EVALUATION OF DIRECTORS

The annual evaluation process of Independent Directors, the Board and Committees was conducted based on the criteria approved by the Nomination and Remuneration Committee and in accordance with the provisions of the Act and the SEBI Listing Regulations.

The evaluation is based on parameters like:

- Level of participation of the Directors,

- Inputs provided to the management on matters of strategic importance

- Understanding of the roles and responsibilities of Directors,

- Providing of advice and external expertise for determining important policies,

- Understanding of the business and competitive environment in which the Company operates, understanding of the strategic issues, and

- Challenges for the Company, etc.

The Directors expressed their satisfaction with the evaluation process, and the performance evaluation of the Board, its Committees and Directors, including Independent Directors, was found to be satisfactory.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Company has adopted the Policy for Evaluation of the Performance of the Board on an annual basis; of (a) the Board as a whole; (b) Individual Directors (including Managing Director, Whole time Director, Executive Director, Non-Executive Director, Independent Director

of the Company); (c) Committees of the Board and (d) The Chairperson of the Board. This Policy was re-adopted by the Board of Directors on October 22, 2024 and it is available on the website of the company at: https://aris. in/pages/board-of-directors .

18) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

19) PUBLIC DEPOSITS

The Company did not accept any deposits from the public under Section 73 and 76 of the Act and rules made thereunder during the Financial Year, including from public and, as such, no amount of principle or interest was outstanding as on the Balance Sheet closure date. Hence, reporting of any non-compliance with the requirement of the Chapter V of the Act Acceptance of Deposits by the Companies, is not applicable on the Company.

There were no unclaimed or unpaid deposits lying with the Company.

20) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, your directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have 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 as at March 31,2026 and of the Profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate with respect to financial statements, and were operating effectively.

f. the Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

21) AUDITORS AND AUDITORS REPORT

(A) Statutory Auditor and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Company at its 2 nd Annual General Meeting had appointed, M/s Price Waterhouse Chartered Accountants LLP, (FRN: 012754N/N500016), as the Statutory Auditors of the Company, for the first term, to hold office from the conclusion of the 2 nd Annual General Meeting until the conclusion of the 7 th Annual General Meeting of the Company, to be held in the financial year 2028.

The report given by M/s Price Waterhouse Chartered Accountants LLP, on the financial statements of the Company, for the financial year 2025-26, forms an integral part of the Annual Report. The notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3) of the Companies Act, 2013.

M/s Price Waterhouse Chartered Accountants LLP, Statutory Auditors have resigned from the position of Statutory Auditors on May 14, 2026, on commercial feasibility ground being required for rendering Statutory Audit. The Board of Directors of the Company, on May 15, 2026 on recommendation of the Audit Committee of the Board and subject to the approval of the Shareholders of the Company, in the ensuing Annual General Meeting of the Company has appointed M/s M S K C & Associates LLP, Chartered Accountants, (FRN 001595S/S000168), as Statutory Auditors of the Company, to fill up the casual vacancy and also recommended at meeting to appoint them for a term of 5 (five) years from the conclusion of the 5 th Annual General Meeting till the conclusion of the 10 th Annual General Meeting of the Company to be held for the Financial Year 2030-31.

(B) Secretarial Auditor and Secretarial Auditors Report

Pursuant to the amended provision of Regulation 24A of the SEBI Listing Regulation and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders of the Company have approved the appointment of M/s. Malay Shah & Associates, Peer Reviewed Firm of Company Secretaries in Practice, for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30

in the Annual General Meeting of the Company dated September 29, 2025.

The Secretarial Audit Report made by M/s. Malay Shah & Associates in the prescribed Form MR-3 for the Financial Year ended March 31, 2026 is annexed to this Report as Annexure-II . The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 16(1) (c) of the SEBI Listing Regulations, during the year, the Company had one material subsidiary, i.e. Lionheart Trading Private Limited (Formerly known as Arisinfra Trading Private Limited). Thus, as per Regulation 24A(1)(a) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013, Lionheart Trading Private Limited (Formerly known as Arisinfra Trading Private Limited), a material subsidiary of the Company has undertaken Secretarial Audit for the Financial Year 2025-26. A Secretarial Audit report from the M/s. KSPS & Co. LLP, Practicing Company Secretary, is annexed to the Board report as Annexure-III .

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report confirming compliance with all applicable SEBI Listing Regulations and Guidelines for the financial year ended 31 March 2026 has been duly submitted to the Stock Exchange(s) within the prescribed timelines.

(C) Cost Records and Cost Auditor

The requirements of maintaining Cost Audit Records and appointment of Cost Auditor pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, is not applicable to the Company for the year under review.

(D) Internal Auditor

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Company has appointed M/s. Aman A. Jain and Associates, Chartered Accountants (Firm Registration Number: 146213W) represented by Mr. Aman Jain, having Membership Number 180421, as an Internal Auditor of the Company who takes care of the internal audit and controls, systems and processes in the Company and ensures timely compliance.

The firm provides independent and objective assurance to strengthen the Companys systems, processes and internal controls. The key findings and the results of internal financial controls testing are reported to the Audit Committee periodically.

22) RISK MANAGEMENT

The Company has in place a Risk Management Policy which has been adopted by the Company in the Board meeting held on July 31, 2024. This Policy was revised and the updated Policy was adopted by the Board of Directors on January 30, 2026 and the updated Risk Management Policy is available on the website of the company at: https://aris.in/pages/board-of-directors .

Risk Management Policy establishes a structured and disciplined approach to risk management, to guide decisions on issues relating to identification, classification, assessment, mitigation, monitoring and reviewing of various risks concerning the Company. To ensure sustainable business growth, stability and to promote a pro-active approach in reporting, evaluating, and resolving various risks associated with the business.

In line with applicable CERT-In advisories and circulars effective September 1, 2025, the Company conducted the mandatory bi-annual Cybersecurity System Audit during the Financial Year 2025-26 to ensure adherence to prescribed cybersecurity standards. The audit results confirmed that there have been no reported incidents of external or internal cyber-attacks, data breaches, or loss of data or documents since the date of listing.

23) VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In compliance with provisions of Section 177 of the Companies Act, 2013 your Company had adopted Vigil Mechanism and Whistle-blower Policy on July 31, 2024, which was redrafted, reviewed and adopted on January 30, 2026, by the Board. The Policy is for the Directors and Employees to report instances of unethical practices, illegal activities and/or actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy to the management of the Company. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate cases. The said policy is posted on the website of the Company and can be accessed at https://aris.in/pages/board-of-directors .

24) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Established processes and checks ensure accuracy, completeness, and reliability of financial information, while operational controls safeguard against process lapses. The compliance framework is aligned with applicable regulatory requirements, supported by monitoring systems and periodic audits. There is continuous oversight to ensure adherence to policies and timely resolution of any observations. The internal financial control systems of the Company are commensurate with its size and the nature of its operations.

During the year, such controls were tested and no reportable material weakness in the design or operation of such systems was observed.

25) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans given, guarantees given and investments

made, securities provided during the financial year under review along with the purpose for which the loans given, guarantees given, investments made and securities provided is proposed to be utilised by the recipient, are provided in the standalone financial statements of the Company for the financial year 2025-26.

26) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Audit Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. ALL related party transactions entered into during the year were in the ordinary course of the business and on arms Length basis. ALL Related Party Transactions are pLaced before the Audit Committee for approvaL.

The particuLars of materiaL reLated party transactions, if any, are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with RuLe 8(2) of the Companies (Accounts) RuLes, 2014 as annexed and forms an integraL part of this Report ( Annexure-IV ). There are no materiaL significant reLated party transactions made by the Company except as discLosed in the AnnuaL Report which may have potentiaL confLict with the interest of the Company during the year. Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the FinanciaL Statements.

The Companys PoLicy on MateriaLity of ReLated Party Transactions and DeaLing with ReLated Party Transactions as approved by the Board can be accessed on the Companys website at https://aris.in/pages/board-of- directors.

27) ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Act and RuLe 12 of the Companies (Management and Administration) RuLes, 2014, the AnnuaL Return of the Company for the FinanciaL Year ended March 31, 2026 in the prescribed Form MGT-7 is avaiLabLe on the website of the Company and can be accessed at: https://aris.in/pages/investor-reLations-

financiaL-resuLts .

28) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The criteria prescribed under Section 135 of the Companies Act, 2013 regarding CSR expenditure is not appLicabLe to the company for the year under review. However, the company had spent an excess amount for CSR in the financial year 2024-25, which shaLL be carried forward as surpLus for three succeeding financiaL years as per RuLe 7(3) of the CSR RuLes.

A brief outLine of the CSR PoLicy of the Company and the initiatives undertaken during the year are set out in

Annexure-V to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of the Company is available on the Companys website at: https://aris.in/pages/board-of-directors

For other details regarding the CSR Committee you can refer to the Committees of the Board, which is a part of this report.

29) PARTICULARS OF REMUNERATION TO EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), is attached to this Report as Annexure-VI and forms an integral part of this Report.

As per second proviso to Section 136 (1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5 (2) of the Rules. Any member interested in obtaining a copy of the said statement, such member may write to the Company Secretary, whereupon a copy would be sent.

30) EMPLOYEES STOCK OPTION SCHEMES OF THE COMPANY:

The Company had granted employee stock options to the employees of the Company under Arisinfra Solutions Limited - Employee Stock Option Plan - 2021 (Arisinfra ESOP - 2021). The disclosures under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Sr. No.	Particulars	Arisinfra Solutions Limited - Employee Stock Option Plan - 2021 (Arisinfra ESOP - 2021)
(a)	Options granted	21,15,981
(b)	Options vested	11,13,840
(c)	Options exercised	7,28,740
(d)	Total number of shares arising as a result of exercise of options	7,28,740
(e)	Options lapsed/ surrendered	2,88,061
(f)	The exercise price	Rs.. 2/- per share
(g)	Variation of terms of options	No Variation in terms of options
(h)	Money realized by exercise of options	Rs.. 1,457,480 /-
(i)	Total number of options in force	10,99,180
(j)	Employee wise details of options granted to:

(i) Key managerial personnel / Senior Management Personnel	Name	No. of options granted & in force
	Mr. Onkar Chattoraj	23,790
	Mr. Suvesh Sinha #	13,790
	Mr. Jitender Sharan *	2,00,000

# Mr. Suvesh Sinha has partially exercised his 10,000 options out of 23,790 options during the current financial year.

* Mr. Jitender Sharan has exercised his 5,95,080 options during the year under review and the company has additionally granted 200,000 options during the year 2025-26.

Note: Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025 and the options granted to him were cancelled.

In the Annual General Meeting held on September 29, 2025, the shareholders of the Company had approved ratification of Arisinfra Solutions Limited - Employee Stock Option Plan - 2021 (Arisinfra ESOP - 2021) and an in-principle approval for the Arisinfra ESOP - 2021 has been received from BSE and NSE vide their letters dated November 12, 2025 and November 11,2025 respectively.

During the Financial Year 2025-26, the Nomination and Remuneration Committee approved the grant of options to employees of the company and its subsidiary company as follows:

(a) Grant of 1,32,000 and 1,40,000 employee stock options under Arisinfra Solutions Limited - Employee Stock Option Plan - 2021 passed on February 27, 2026 and March 07, 2026 respectively.

(b) During the year under review, Company has granted 22,000 options and 2,000 options to Arisunitern Re Solutions Private Limited, subsidiary company employees on recommendation of the Nomination and Remuneration Committee of the company on February 27, 2026 and March 07, 2026 respectively.

The Company had granted employee stock options to the employees of the Company under Arisinfra Solutions Limited - Employee Stock Option Plan - 2024 (Arisinfra ESOP - 2024). The disclosures under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Sr. No.	Particulars	Arisinfra Solutions Limited - Employee Stock Option Plan - 2024 (Arisinfra ESOP - 2024)
(a)	Options granted	47,71,680
(b)	Options vested	1,558
(c)	Options exercised	0
(d)	Total number of shares arising as a result of exercise of options	0
(e)	Options lapsed/ surrendered	2,47,700
(f)	The exercise price	Will be decided by the Nomination and Remuneration Committee
(g)	Variation of terms of options	No Variation in terms of options
(h)	Money realized by exercise of options	0
(i)	Total number of options in force	45,23,980
(j)	Employee wise details of options granted to:

Sr. Particulars No.		Arisinfra Solutions Limited - Employee Stock Option Plan - 2021 (Arisinfra ESOP - 2021)
(ii) Any other employee to whom options granted during the financial year 2025-26 amounted to five percent or more of total options granted during the said financial year		Following are the employees to whom options granted during financial year 2025-26 amounted to five percent or more of the total options granted during the financial year 2025-26:
		Name	No. of options granted in F.Y. 2025-26
		Mr. Nishit Sharad Zaveri	60,000
		Ms. Monika Nishit Zaveri	60,000
		Ms. Anurhea Dutta	40,000
(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant		None of the employees of the company have been granted options equal to or exceeding one percent of the issued capital of the Company at the time of grant.
Sr. No. (i) Particulars Key managerial personnel / Senior Management Personnel	Arisinfra Solutions Limited - Employee Stock Option Plan - 2024 (Arisinfra ESOP - 2024)
	Name			No. of options granted & in force
	Mr. Srinivasan Gopalan			45,00,000
	Mr. Latesh Shailesh Shah			3,073
	Note: Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025 and the options granted to him were cancelled.
(ii) Any other employee to whom options granted during the financial year 2025-26 amounted to five percent or more of total options granted during the said financial year	Following are the employees to whom options granted during financial year 2025-26 amounted to five percent or more of the total options granted during the financial year 2025-26:
	Name			No. of options granted in F.Y. 2025-26
	Mr. Akash Raj			2,448
	Mr. Manoj Kumar Singh			12,245
	Ms. Mayuri Kirti Vadher			3,061
(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	None of the employees of the company have been granted options equal to or exceeding one percent of the issued capital of the Company at the time of grant.

- At the Annual General Meeting held on September 29, 2025, shareholders approved the ratification of the Arisinfra Solutions Limited Employee Stock Option Plan - 2024 (Arisinfra ESOP - 2024). In-principle approval for the ESOP plan was received from BSE and NSE vide their letters dated November 17, 2025, and November 14, 2025, respectively.

- Further, during the Financial Year 2025-26, a fresh grant of 17,755 employee stock options was undertaken via the resolution passed by the Nomination and Remuneration Committee at their meeting held on January 30, 2026, under Arisinfra Solutions Limited - Employee Stock Option Plan - 2024.

In compliance with the Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, certificate(s) from the secretarial auditor, confirming implementation of Arisinfra ESOP - 2021 & Arisinfra ESOP - 2024 in accordance with the said regulation and in accordance with the resolution of the Company in the general meeting, will be available electronically for inspection by the Members during the Annual General Meeting of the Company.

The requisite disclosures under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded on the Companys website under Investors section and the same can be accessed at: https://aris.in/pages/board-of-directors .

31) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years. Further, according to the Investor Education & Protection Fund (IEPF) Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

32) CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

Pursuant to SEBI Listing Regulations, CEO and CFO Certification is attached with the Annual Report. The CEO and CFO also provide quarterly certification on financial results, while placing the financial results before the Board in terms of SEBI Listing Regulations.

33) LISTING

The shares of your Company are listed on both BSE Limited and the National Stock Exchange of India Limited, Mumbai. The annual listing fees to the Stock Exchanges for the financial year 2026-27 have been paid.

34) EQUITY SHARES IN THE UNCLAIMED SUSPENSE ACCOUNT / SUSPENSE ESCROW DEMAT ACCOUNT

During the year under review, there are no shares in the Unclaimed Suspense Account / Suspense Escrow Demat Account.

35) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed in providing a safe, secure, and dignified work environment for all its employees, free from any form of sexual harassment. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace.

The Company conducts periodic awareness programmes and training sessions to sensitize employees on the provisions of the POSH Act and the redressal mechanism available to them.

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the requirements of Section 4 of the POSH Act.

Further, pursuant to Section 22 of the POSH Act, the Board of Directors hereby confirm that during the Financial Year 2025-26:

a. No of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed of during the financial year: Nil

c. Number of cases pending more than 90 days: Nil

36) MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company is in compliance with the Maternity Benefit Act, 1961. The Company has provided all eligible women employees the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options within the regulatory framework.

37) MEETINGS OF THE BOARD OF DIRECTORS, CONSTITUTION AND MEETINGS OF THE COMMITTEES

Meetings of the Board of Directors

During the financial year under review, 15 (fifteen) meetings of the Board of Directors of the Company were held and the gap between two meetings did not exceed one hundred and twenty days as per the requirement of Act. The details of the Board Meeting with regard to the dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The Company has formulated the following statutory committees as per the requirements of the Companies Act, 2013 and SEBI Listing Regulations:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

The details of the Committees along with their composition, number of meetings, and attendance at the meetings are provided in the Corporate Governance Report.

To adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board of Directors had constituted several Committees of the Board as per the provisions of the Companies Act, 2013.

The composition of the various Committees of the Board as on March 31,2026 is as per the mandatory statutory requirements are as follows:

A. AUDIT COMMITTEE

Name	Nature of Membership	Director Category
Mr. Renganathan Bashyam*	Chairman	Independent Director
Mrs. Gitanjali Rikesh Mirchandani	Member	Independent Director
Mr. Bhavik Jayesh Khara	Member	Whole-Time Director & CFO

*Due to resignation of Mr. Ravi Venkatraman from the Company on January 14, 2026, the Audit Committee was re-constituted and Mr. Renganathan Bashyam was appointed as the Chairman of the Committee w.e.f. January 15, 2026.

12 (Twelve) meetings of the Audit Committee were held during the financial year 2025-26.

B. NOMINATION AND REMUNERATION COMMITTEE

Name	Nature of Membership	Director Category
Mrs. Gitanjali Rikesh Mirchandani	Chairperson	Independent Director
Mr. Renganathan Bashyam #	Member	Independent Director
Mr. Siddharth Bhaskar Shah *	Member	Vice Chairman & Non-executive Director

# Due to resignation of Mr. Manish Kumar Singh from the Company on December 17,2025, the Nomination and Remuneration Committee was re-constituted and Mr. Renganathan Bashyam was appointed as the Member of the Committee w.e.f. December 18, 2025.

*Due to resignation of Mr. Ravi Venkatraman from the Company on January 14, 2026, the Nomination and Remuneration Committee was re-constituted and Mr. Siddharth Bhaskar Shah was appointed as the Member of the Committee w.e.f. January 15, 2026.

6 (Six) meetings of the Nomination and Remuneration Committee were held during the financial year 2025-26.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Name	Nature of Membership	Director Category
Mrs. Gitanjali Rikesh Mirchandani	Chairperson	Independent Director
Mr. Bhavik Jayesh Khara*	Member	Whole Time Director & CFO
Mr. Ronak Kishor Morbia	Member	Chairman & Managing Director

* On August 07, 2025, the Stakeholders Relationship Committee was re-constituted wherein Mr. Ravi Venkatraman resigned from the membership of the Committee and Mr. Bhavik Jayesh Khara, Whole Time Director & CFO was appointed as the new member of the Stakeholder Relationship Committee w.e.f. August 08, 2025.

1 (One) meeting of the Stakeholders Relationship Committee was held during the financial year 2025-26.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name	Nature of Membership	Director Category
Mr. Bhavik Jayesh Khara	Chairman	Whole-Time Director & CFO
Mr. Ronak Kishor Morbia	Member	Chairman & Managing Director
Mrs. Gitanjali Rikesh Mirchandani	Member	Independent Director
2 (Two) meetings of the Corporate Social Responsibility Committee were held during the financial year 2025-26. E. RISK MANAGEMENT COMMITTEE
Name	Nature of Membership	Director Category
Mrs. Gitanjali Rikesh Mirchandani	Chairperson	Independent Director
Mr. Ronak Kishor Morbia	Member	Chairman & Managing Director
Mr. Renganathan Bashyam#	Member	Independent Director

# Due to resignation of Mr. Manish Kumar Singh from the Company on December 17, 2025, the Risk Management Committee was re-constituted and Mr. Renganathan Bashyam was appointed as the Member of the Committee w.e.f. December 18, 2025.

2 (Two) meetings of the Risk Management Committee were held during the financial year 2025-26.

38) SECRETARIAL STANDARDS

The Company has complied with the provisions of the applicable Secretarial Standards (SS) SS- 1 (Board Meeting) and SS- 2 (General Meeting) issued by the Institute of Company Secretaries of India as amended from time to time.

39) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Act and the Companies (Accounts) Rules, 2014, are as follows:

1. Conservation of Energy -

a. Steps taken for conservation of energy: The

provisions of the Companies (Accounts) Rules, 2014 regarding conservation of energy are not applicable to the Company due to the nature of business being carried out by the Company. However, Arisinfra is committed to carry out every effort to ensure that energy efficient measures are taken as far as possible to reduce its carbon footprint. The Company has been taking initiatives for energy conservation across the organization.

Few of the measures undertaken are -

1. Regular awareness sessions on energy savings amongst staff through lectures and posters across all offices.

2. Adopting LED lights across all operational locations

b. Steps taken by the Company for utilising alternate sources of energy : NIL

c. Capital investment on energy conservation equipment : NIL

2. Technology Absorption

a. Efforts made towards technology absorption:

b. Benefits derived like product improvement, cost reduction, product development or import substitution:

c. Information regarding imported technology (Imported during the last three years): The

Company has not imported any technology during the year under review.

d. Expenditure incurred on research and development: NIL

3. Foreign Exchange Earnings and Outgo:

Particulars	Financial year 2025-26	Financial year 2024-25
	(K In million)	(K In million)
Foreign Exchange earned in terms of actual inflows	NIL	NIL
Foreign Exchange used in terms of actual outflows	17.92	37.48

40) VOTING RIGHTS AND SWEAT EQUITY SHARES

During the year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Companies Act, 2013.

41) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 (the Code). Further, there is no application or proceeding pending against your Company under the Code.

42) GREEN INITIATIVE

Circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company. Your Company appeals to other members to also register themselves to receive the Annual Report in electronic form. Your Company has adopted a green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company.

43) CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with Regulation 34(3) of the SEBI Listing Regulations.

Pursuant to the SEBI Listing Regulations, as amended, a certificate obtained from a Practicing Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs, forms part of the report as Annexure-VII to the Section on Corporate Governance.

44) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events pertaining to these items during the financial year under review:

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

2. The provisions of section 197(14) of the Act, in relation to disclosure of remuneration or commission received by a Managing or Whole-time Director from the Companys holding or subsidiary company are not applicable to the Company.

3. During the year under review, the Company has shifted the Registered office from Unit No. G-A- 04 to 07, Ground Floor - A Wing, Art Guild House, Phoenix Market city, LBS Marg, Kurla West, Mumbai-400070, Maharashtra, India, to Unit No - FOF, B-02 to 06, 4th Floor, Art Guild House, Phoenix Market, Kurla West, Mumbai-400070, Maharashtra India;

4. During the financial year under review, the Company has not entered into any One Time Settlement (OTS) with any Banks or Financial Institutions. Hence, there are no instances requiring disclosure of differences between the valuation conducted at the time of OTS and the valuation undertaken at the time of availing loans from such Banks or Financial Institutions, and the same is not applicable;

5. The provisions relating to Business Responsibility and Sustainability Reporting (BRSR) as stipulated

under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the top 1000 listed entities based on market capitalization. Since the Company does not fall within the said category, the requirement of BRSR is not applicable to the Company for the financial year under review;

6. There was no revision in the Financial Statements and Boards Report of the Company during the year under review;

45) CAUTIONARY STATEMENT

Statements in the Boards Report and the MDA describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include Indian demand supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic developments within India and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

46) ACKNOWLEDGEMENT

The Directors are grateful to the Companys employees, customers, vendors, investors and partners for their continuous support and cooperation. The Directors also thank the Government of India, Governments of various states in India, Banks, SEBI and the Stock exchanges and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Aris family.

	For and on behalf of the Board of Directors
	Arisinfra Solutions Limited
	Ronak Kishor Morbia
Place: Mumbai	Chairman & Managing Director
Date: 07/07/2026	DIN: 09062500