Arisinfra Solutions Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

Your Directors are pleased to present the Fourth Annual Report of Arisinfra Solutions Limited [Formerly known as Arisinfra Solutions Private Limited] together with the Audited Financial Statements (consolidated and standalone) of the Company for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

A snapshot of the financial performance of the Company for the year ended March 31, 2025 is summarized below:

	Standalone		Consolidated
PARTICULARS	YEAR ENDED March 31, 2025	YEAR ENDED March 31, 2024	YEAR ENDED March 31, 2025	YEAR ENDED March 31, 2024
	(Amount in millions)	(Amount in millions)	(Amount in millions)	(Amount in millions)
Revenue From Operations	5,352.18	5,478.63	7,676.72	6,968.42
Other Income	189.74	164.03	143.10	55.14
Total Income	5,541.92	5,642.66	7,819.82	7,023.56
Less: Total Expenses	5,665.28	5,888.39	7,623.55	7,191.95
Profit/(Loss) Before Taxation	(197.09)	(245.73)	122.54	(168.39)
Tax Expenses / (Credit)	(20.32)	(6.33)	62.41	4.59
Profit/(Loss) After Taxation	(176.77)	(239.40)	60.13	(172.98)
Earnings Per Equity Share (Amount in )
Basic Earnings Per Share	(3.14)	(6.23)	0.37	(5.30)
Diluted Earnings Per Share	(3.14)	(6.23)	0.36	(5.30)

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY

The financial statements for the financial year ended on March 31, 2025 have been prepared in accordance with IndAS as prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. The Company delivered steady revenue growth with a significant improvement in profitability and margins, driven by disciplined daily execution, a growing secured supply network and a clear focus on higher-margin product categories and value-added services.

On June 25, 2025, Arisinfra successfully completed its Initial Public Offer (‘IPO) and got listed on the Stock Exchanges, strengthening its balance sheet and positioning the Company for sustainable growth and deeper market reach.

During the financial year, the Total Income of your Company on a standalone basis, decreased from 5,642.66 million to 5,541.92 million. The Total Expenses during the year have decreased from 5,888.39 million to 5,665.28 million in the current year.

The Company incurred a loss after tax of 176.77 Million as compared to the previous financial year loss after tax of

239.40 Million.

On a consolidated basis, F.Y. 2024-25, driven by higher daily dispatches, an expanded vendor base and greater wallet share from repeat customers.

(a) Total Income grew to 7,819.82 million, up 11.34% from 7,023.56 million in FY24, driven by higher daily dispatches, an expanded vendor base and greater wallet share from repeat customers.

(b) EBITDA rose to 579.75 million, up 345.3% YoY, with margin expansion of 561 basis points to 7.48%, supported by a strategic product mix shift, growing share of third-party manufactured products, expanding services and operational efficiency.

(c) PAT for FY25 was 60.13 million, compared to a loss of 172.98 million in FY24 reflecting a strong turnaround driven by scale, stronger margins and disciplined cost control, despite absorbing 73.73 million in IPO-related expenses.

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.

OPERATIONAL REVIEW

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. Over 15 million metric tonnes of construction materials delivered since FY22, including 5.4 million metric tonnes in FY25 alone through Arisinfras tech-enabled supply and services network. Average daily dispatches rose 37% YoY to

665 trucks per day, with the dispatches peaking at 816 trucks daily, demonstrating reliable large-volume execution. 2,779 customers served since inception, with 80% repeat orders, highlighting strong customer retention.

Vendor network expanded to over 1,800, securing reliable sourcing and capacity for large developers and contractors. Share of key higher-margin materials, including Aggregates, RMC, Chemicals, Blocks and other materials, now exceeds 80% of total revenue.

DIVIDEND

In view of the losses in standalone for the financial year ended March 31, 2025, no dividend is recommended as per the provisions of the Companies Act, 2013, as amended ("the Act") and the Rules framed thereunder.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held on October 22, 2024 re-approved and re adopted a 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://arisinfra.com/pages/board-of-directors.

AMOUNT TRANSFERRED TO RESERVES

During the financial year under review, the Company has not transferred any amount to reserves on standalone basis.

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 seven (7) 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 seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. 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.

CHANGES IN CAPITAL STRUCTURE

Following are the changes in Authorized/ Subscribed/ Issued/

Paid-up Capital of the Company during FY 2024-25 till date:

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

The Authorised Share Capital of the Company has increased from 18,00,00,000/- (Rupees Eighteen Crore Only) to 22,30,00,000/- (Rupees Twenty-Two Crore and Thirty Lakhs Only) details of which is given as under: -

• On May 31, 2024 vide shareholder resolution,

13,00,00,000/- (Rupees Thirteen Crore Only) to 17,00,00,000/- (Rupees Seventeen Crore Only) by creation and addition of 40,00,000 (Forty Lakhs)

Equity Shares of 10/- (Rupees Ten Only) each.

• On July 19, 2024 vide shareholder resolution,

17,00,00,000/- (Rupees Seventeen Crore Only) to 18,00,00,000/- (Rupees Eighteen Crore Only) by creation and addition of 10,00,000 (Ten Lakhs)

Preference Shares of 10/- (Rupees Ten Only) each.

• Sub-Division of face value of Equity Shares and Preference Shares of the Company (excluding the forfeited 76,200 Partly Paid-Up Preference Shares) from the face value of 10/- each to 2/- each vide shareholders resolution dated July 19, 2024 and accordingly the Authorised Share Capital of the Company as on the date of Directors Report is

18,00,00,000/- (Rupees Eighteen Crore Only).

• On January 24, 2025, the Authorised Capital of the

Company was increased from 18,00,00,000/- (Rupees Eighteen Crore Only) to 22,30,00,000/-

(Rupees Twenty-Two Crore and Thirty Lakhs Only) by creation and addition of 2,15,00,000 (Two Crore

Fifteen Lakhs) Equity Shares of 2/- (Rupees Two only) each vide shareholders resolution.

The Authorised Share Capital of the Company as on March 31, 2025, stood at 22,30,00,000/- (Rupees

Twenty-Two Crore Thirty Lakhs Only) consisting of:

Type of Shares	Number of Shares	Nominal Value (per share) (In )
Equity Shares	10,00,00,000	2/- per share
Preference Shares	1,11,19,000
Preference Shares	76,200	10/ per share

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

The Paid-Up Share Capital of the Company as on date of this report is 16,21,04,672 /- (Rupees Sixteen Crore Twenty-One Lakhs Four Thousand Six Hundred and seventy Two Only) consisting of:

Type of Shares	Number of Shares	Nominal Value (per share) (In )	Total Value of Shares (In )
Equity Shares	8,10,48,526	2/- per share	16,20,97,052
Preference Shares	0		0
Preference Shares	76,200	0.10/ per share *	7,620
TOTAL			16,21,04,672

*The 76,200 Series B2 CCPS were partly paid-up and they were forfeited on 28th March, 2024.

SUBSIDIARY COMPANIES

As on March 31, 2025, the Company has 6 Subsidiary Companies mentioned below and there has been no material changes in the nature of the business of the subsidiaries.

Sr. No.	Particulars	% Stake	Status
1	Arisinfra Trading Private Limited	99.99%	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

* Company will have an option to purchase additional 6.25%.

As per the provisions of Section 129(3) of the Act, a statement containing silent 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.

The Company did not have any other Associate(s) or Joint Venture Company(ies) during the year under review.

MAJOR EVENTS OF THE COMPANY

Below-mentioned major events were undertaken by the

Company during and after the financial year under review:

• Alteration of Memorandum of Association of the Company:

The Memorandum of Association of the Company has been altered for the following purposes during the

Financial Year 2024-25:

(A) On January 24, 2025, the Authorised Capital of the Company was increased from 18,00,00,000/- (Rupees Eighteen Crore Only) to 22,30,00,000/- (Rupees Twenty-Two Crore and Thirty Lakhs Only).

• Extension of Fully Secured, Redeemable, Unrated, Unlisted, Non-Convertible Debentures ("Series A

Debentures"):

The Board of the Company at their meeting held on

March 07, 2025 approved the extension of tenor of the existing 6,683 (Six Thousand Six Hundred Eighty Three)

Fully Secured, Redeemable, Unrated, Unlisted, Non-Convertible Debentures ("Series A Debentures") by an additional 370 days effective from last redemption date i.e. April 09, 2025, having face value and issue price of 1,00,000/- (Rupees One Lakh only) per Series A Debenture, aggregating to 66,83,00,000/- (Rupees Sixty Six Crores and Eighty Three Lakhs Only).

• 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") having face value and issue price of 1,00,000/- (Rupees

One Lakh only) per Series A Debenture, aggregating to

66,83,00,000/- (Rupees Sixty-Six Crores and Eighty

Three Lakhs Only).

• Initial Public Offer of Equity Shares:

Subsequent to the year ended March 31, 2025, the Company has completed an initial public offering (IPO) and received gross proceeds of " 4995.96 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.

• Directors and Key Managerial Personnel ("KMP")

During the financial year 2024-25, following were the changes in the Directors and KMP:

Mr. Ronak Kishor Morbia (DIN: 09062500) was appointed as Chairman and Managing Director of the Company for a period of five (5) consecutive years commencing from May 31, 2024 to May 30, 2029 and who shall be liable to retire by rotation.

Mr. Bhavik Jayesh Khara (DIN: 09095925) was appointed as a Whole Time Director of the Company for a period of five (5) consecutive years commencing from May 31, 2024 to May 30, 2029 and who shall be liable to retire by rotation.

Mr. Manish Kumar Singh (DIN: 06736030) was appointed as an Additional Director at the Board meeting held on May 31, 2024 and regularised at the Extra-Ordinary General meeting held on May 31, 2024 as a Nominee Director (Non-Executive) of the Company with immediate effect.

Mr. Prashant Singh (DIN: 00568680) ceased to be a

Director of the Company with effect from May 31, 2024. The Board expresses its deep appreciation for the guidance and co-operation provided by the Directors during their tenure with the Company.

Mr. Ramakant Sharma (DIN: 02318054) was appointed as an Independent Director of the Company for a period of five (5) consecutive years commencing from May 31, 2024 to May 30, 2029 and who is not liable to retire by rotation.

Mr. Ravi Venkatraman (DIN: 00307328) was appointed as an Independent Director of the Company for a period of five (5) consecutive years commencing from May 31, 2024 to May 30, 2029 and who is not liable to retire by rotation.

Ms. Gitanjali Rikesh Mirchandani (DIN: 10646645) was appointed as an Independent Woman Director of the Company for a period of five (5) consecutive years commencing from July 10, 2024 to July 09, 2029 and who is not liable to retire by rotation.

• Mr. Srinivasan Gopalan was appointed as the Chief Executive Officer (CEO) of the Company, with effect from June 01, 2024.

• Mr. Amit Gala was appointed as the Chief Financial Officer (CFO) of the Company, with effect from July 11, 2024.

• Mr. Latesh Shailesh Shah was appointed as the Company Secretary and Compliance Officer of the Company, with effect from July 18, 2024.

All the Independent Directors of the Company have given their respective declaration(s) of Independence in terms of Section 149(7) of the Act.

The Board of Directors of the Company has satisfied itself and is of the opinion that the Independent Director(s) appointed after the financial year 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.

After end of the financial year 2024-25, in accordance with the provisions of the Act and the Rules made thereunder following changes occurred in the Key Managerial Personnel:

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

• Mr. Bhavik Jayesh Khara along with Whole Time Director was appointed as Chief Financial Officer (CFO) of the Company, with effect from July 14, 2025.

In accordance with the provisions of Section 152 of the 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

& CFO of the Company, will retire by rotation at the ensuing AGM and being eligible, have offered himself for reappointment. The Board, on the recommendation of the Nomination & Remuneration Committee, recommended his re-appointment at the ensuing AGM.

The brief details of Mr. Bhavik Jayesh Khara proposed to be re-appointed as director, 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.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year 2024-25, no significant changes have taken place which impact the financial position of the Company. Further, except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., March 31, 2025 and the date of this Report.

DEVIATION & VARIATION IN THE UTILIZATION OF PROCEEDS

In terms of Regulation 32 of Listing Regulations, the Listed Entity is required to report Deviation and Variation with respect to funds raised through Public Issue, Rights Issue or Preferential Issue.

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 report from the Monitoring Agency for the quarter ended June 30, 2025 has been submitted to the Stock exchanges on August 07, 2025.

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 of the Company which was updated on October 22, 2024 to attract, retain and motivate members for the Board and other executives of the Company.

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

PERFORMANCE EVALUATION OF DIRECTORS

During the financial year under review, the Company was not required to do the performance evaluation of its directors as the Company got listed on the Stock Exchanges on June 25, 2025. On July 31, 2024, the Company has adopted the Policy for Evaluation of the Performance of the Board on 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://arisinfra.com/pages/board-of-directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

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 your Company.

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, 2025, 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, 2025 and of the loss 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 adequate financial controls with respect to financial statements, and 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.

AUDITORS AND AUDITORS REPORT

(A) Statutory Auditor and Auditors Report

Price Waterhouse Chartered Accountants LLP, Chartered Accountants (FRN: 012754N/N500016), were appointed as Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 2^nd Annual General Meeting (AGM) of the Company held for the Financial Year 2023-24 until the conclusion of the AGM of the Company to be held for the financial year ending on March 31, 2028.

The Auditors Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 has been issued with no adverse observations by the Statutory Auditor.

(B) Secretarial Auditor and Secretarial Auditors Report

Pursuant to provisions of Section 204 of the Companies Act, 2013 the Board of Directors of the Company appointed Malay Shah & Associates, Practising Company

Secretary (C.P. Number: 12820), as the Secretarial

Auditors to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report provided by Malay Shah & Associates, Practising Company Secretary for the financial year 2024-25, in Form MR-3 as Annexure II, forms part to this report.

The said report does not contain any qualification, reservation, adverse remark or disclaimer. Pursuant to the amended provision of Regulation 24A of the SEBI Listing Regulation and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of 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 and recommended to the shareholders for approval at the ensuing Annual General Meeting of the Company.

The Secretarial Auditor have also confirmed their eligibility and qualification required under the Act and SEBI LODR for their appointment as Secretarial Auditor and hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

(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, as amended from time to time is not applicable to the Company for the year under review.

(D) Internal Auditor

Pursuant to the provision of Section 138 of the Act and rules made thereunder, the Company have a system of Internal Audit and 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 take care of the internal audit and controls, systems and process in the Company and ensure timely compliance. The scope of work and the reports are reviewed by the audit committee in their meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Integrated Annual Report.

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 re-adopted by the Board of Directors on October 22, 2024 and it is available on the website of the company at: https://arisinfra.com/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. Thus, to ensure sustainable business growth, stability and to promote a pro-active approach in reporting, evaluating and resolving various risks associated with the business.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In compliance with provisions of Section 177 of the Companies Act, 2013 your Company has adopted Vigil Mechanism and Whistle-blower Policy on July 31, 2024, which was reviewed and re-adopted on October 22, 2024 for 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://arisinfra.com/pages/board-of-directors

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established standards, processes and structure which enable it to implement adequate internal financial controls and ensure that the same are operating effectively. 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.

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 Listing Regulations.

Pursuant to the 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-V to the Section on Corporate Governance

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN and SECURITIES

PROVIDED

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 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements or transactions entered into during the year with related parties were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract, arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY 2024-25.

Disclosures on related party transactions carried out during the financial year 2024-25, are provided in standalone as well as consolidated financial statements of the Company. 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://Arisinfra.com/pages/investor-relations-financial-results

ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the draft Annual Return (e-Form MGT-7) for the financial year ended March 31, 2025 on its website and the same is available in the Investors Section on the Companys website at https://arisinfra.com/pages/investor-relations-financial-results

CORPORATE SOCIAL RESPONSIBILITY

Arisinfras CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at https://arisinfra.com/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.

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-III 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.

EMPLOYEESSTOCK OPTION SCHEMES OF THE COMPANY:

• During the financial year under review, 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	16,99,981
(b)	Options vested during the year	8,15,670
(c)	Options exercised during the year	16,020
(d)	Total number of shares arising as a result of exercise	16,020
	of options
(e)	Options lapsed/ surrendered	1,01,460
(f)	The exercise price	2/- per share
(g)	Variation of terms of options	No Variation in Terms of Options
(h)	Money realized by exercise of options	32,040/-
(i)	Total number of options in force	15,82,501
(j)	Employee wise details of options granted to:

 

(i)	Key managerial personnel / Senior Management Personnel	Name	No. of Options Granted & in force
		Mr. Amit Manhar Gala	1,80,181
		Mr. Onkar Chattoraj	23,790
		Mr. Suvesh Sinha	23,790
		Mr. Jitender Sharan	5,95,080
		* Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.

 

(ii)	Any other employee to whom options granted during the financial year 2024-25 amounted to five percent or more of total options granted during the said financial year	The employees to whom options granted during financial year 2024-25 amounted to five percent or more of the total options granted during the financial year 2024-25:
		No. of options granted in
		Name	F.Y. 2024-25
		Mr. Amit Manhar Gala	1,80,181
		Note: Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.

 

(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	Name	No. of options granted
		Mr. Jitender Sharan	5,95,080
		Mr. Rohan Ramesh Morbia	5,47,500
		Mr. Amit Manhar Gala	1,80,181
		Mr. Kapil Pathak	1,58,700
		Note: (1) Mr. Kapil Pathak left the organization during the F.Y. 2024-25 and his 83,760 options lapsed out of his total 1,58,700 options.
		(2) Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.

• Consequent to the Bonus Issue and Sub-Division of the face value of Equity Shares appropriate adjustment has been made to exercise price and number of shares to be issued against Employee Stock Options ("ESOPs") and number of ESOPs (vested/ to be vested, including lapsed and forfeited options available for reissue) under the existing Arisinfra Solutions Limited – Employee Stock Option Plan-2021 of the Company and Arisinfra Solutions Limited – Employee Stock Option Plan-2024 of the Company, in a manner such that the total value of the ESOPs granted/ to be granted shall remain the same after the bonus issue and sub-division.

On July 31, 2024 the Company passed the below-mentioned resolutions: -

• Modified the existing Employee Stock Option Plan namely Arisinfra Solutions Limited - Employee Stock Option Plan – 2021 ("Arisinfra ESOP - 2021") to bring it in line with the SEBI (Share Based Employee Benefits and Sweat Equity) regulations, 2021

• Approved the New ESOP Plan namely "Arisinfra Solutions Limited - Employee Stock Option Plan – 2024" ("Arisinfra ESOP Plan

2024") consist of 60,00,000 ESOP reserve for the benefit of Eligible Employees (as defined in Arisinfra ESOP Plan 2024).

• Approved the grant of the options to eligible employees of the Subsidiary(ies)/ Associate (s) Companies of the Company under both the ESOP Plans.

Sr. No.	Particulars	Arisinfra Solutions Limited - Employee Stock Option Plan 2024 ("Arisinfra ESOP - 2024")
(a)	Options Granted	47,53,926
(b)	Options vested during the year	0
(c)	Options exercised during the year	0
(d)	Total number of shares arising as a result of exercise of options	0
(e)	The exercise price	Will be decided by the NRC
(f)	Variation of terms of options	No Variation in Terms of Options
(g)	Money realized by exercise of options	0
(h)	Total number of options in force	47,53,926
(i)	Employee wise details of options granted to:

 

(i)	Key managerial personnel / Senior Management Personnel		No. of Options
		Name	Granted & in force
		Mr. Srinivasan Gopalan	45,00,000
		Mr. Amit Manhar Gala*	2,45,700
		Mr. Latesh Shailesh Shah	3,073
		* Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.

 

(ii)	Any other employee to whom options granted during the financial year 2024-25 amounted to five percent or more of total options granted during the said financial year	The employees to whom options granted during financial year 2024-25 amounted to five percent or more of the total options granted during the financial year 2024-25:
			No. of options granted in
		Name
			F.Y. 2024-25
		Mr. Srinivasan Gopalan	45,00,000
		Mr. Amit Manhar Gala*	2,45,700
		*Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.
(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	Name	No. of options granted
		Mr. Srinivasan Gopalan	45,00,000
		Mr. Amit Manhar Gala*	2,45,700
		*Mr. Amit Manhar Gala resigned from the Company with effect from July 13, 2025.

• The Nomination and Remuneration Committee of the Company in their meeting held on August 05, 2024 has granted 45,00,000 ESOPs to Mr. Srinivasan Gopalan, Chief Executive Officer of the Company under Arisinfra Solutions Limited – Employee Stock Option Plan – 2024.

• The Nomination and Remuneration Committee of the Company in their meeting held on October 22, 2024 has granted 2,45,700 ESOPs to Mr. Amit Manhar Gala, Chief Financial Officer and 3,073 ESOPs to Mr. Latesh Shailesh Shah, Company Secretary of the Company 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://arisinfra.com/pages/investor-relations-financial-results

DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year under review, no case was reported in the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Training and awareness programs are conducted at various locations of the Company to sensitives the workforce of the Company towards creating conducive and respectable environment for the workforce. Further, in Terms with the Companies (Accounts) Rules, 2014, please find below details during the year under review: a. No of complaints filed during the financial year: Nil b. Number of complaints disposed off during the financial year: Nil c. Number of cases pending more than 90 days: Nil

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity

Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service and post-maternity support like nursing breaks and flexible work options.

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

Meetings of the Board of Directors

During the financial year under review, 25 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 necessary quorum was present during all such meeting.

Committees of the Board

To adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board of Directors has constituted several Committees of the Board on July 31, 2024. However, some of these Committees were reconstituted on October 22, 2024.

The composition of the various Committees of the Board are as follows:

A. AUDIT COMMITTEE

Name	Nature of Membership	Director Category
Mr. Ravi Venkatraman	Chairman	Independent Director
Mrs. Gitanjali Rikesh Mirchandani	Member	Independent Director
Mr. Bhavik Jayesh Khara	Member	Whole Time Director & CFO

12 meetings of the Audit Committee were held during the financial year 2024-25.

B. NOMINATION AND REMUNERATION COMMITTEE

Name	Nature of Membership	Director Category
Mrs. Gitanjali Rikesh Mirchandani	Chairperson	Independent Director
Mr. Ravi Venkatraman	Member	Independent Director
Mr. Manish Kumar Singh	Member	Non-Executive Director
		(Nominee of Siddhant Partners)

10 meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25.

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

* After the end of Financial Year 2024-25, the Stakeholders Relationship Committee was re-constituted on 07.08.2025, 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.

1 meeting of the Stakeholders Relationship Committee was held during the financial year 2024-25.

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

1 meeting of the Corporate Social Responsibility Committee was held during the financial year 2024-25.

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. Manish Kumar Singh	Member	Non-Executive Director
		(Nominee of Siddhant Partners)

1 meeting of the Risk Management Committee was held during the financial year 2024-25.

F. IPO COMMITTEE

Name	Nature of Membership	Designation
Mr. Ronak Kishor Morbia	Chairman	Chairman & Managing Director
Mr. Bhavik Jayesh Khara	Member	Whole Time Director & CFO
Mr. Manish Kumar Singh	Member	Non-Executive Director
		(Nominee of Siddhant Partners)

8 meetings of the IPO Committee were held during the financial year 2024-25.

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.

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: None c. Capital investment on energy conservation equipment: Nil

2. Technology Absorption

a. Major efforts made towards technology absorption:

We leverage emerging technologies, including artificial intelligence and machine learning in critical areas of our operations such as document digitization, credit risk management and decision-making processes to optimize our operations and enhance the experience for customers and vendors.

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

We leverage advanced technology to generate a list of suitable vendors from our network based on factors including their location, proximity to customers, credit terms and previous order fulfilment performance. We seamlessly communicate with the shortlisted vendors and solicit bids from them. Thereafter, we analyze bids for their price and credit terms, aggregate them, add our margins and share one price quotation with the customer for the construction materials requested. We utilize technology-enabled workflows across our operations to manage transactions involving multiple steps and stakeholders, which we believe ensure a seamless and secure procurement process while improving price discovery for construction materials and, making the purchasing experience efficient, transparent and cost-effective.

We have leveraged technology to optimize and scale our operations, expand our customer and vendor base and streamline communication across our network. Since incorporation, we have witnessed significant growth, with our network of verified registered customers and vendors increasing from 431 customers and 441 vendors as of March 31, 2022 to 2,133 customers and 1,458 vendors as of March 31, 2025. Further, for Fiscals 2024, 2023 and 2022, our active customer count (i.e. a customer that has transacted at least once during the relevant Fiscal) was 963, 704 and 253, respectively.

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 2024-25	Financial year 2023-24
	( In million)	( In million)
Foreign Exchange earned in terms of actual inflows	Nil	Nil
Foreign Exchange used in terms of actual outflows	37.48	Nil

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.

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 2024-25, 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.

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.

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. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company.

2. No fraud has been reported by the Auditors to the Audit Committee or the Board.

3. There were no one time settlements for loan from Banks or Financial Institutions.

4. 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.

ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and partners for their continuous support. 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 Arisinfra family.

	For and on behalf of the Board of Directors
	Arisinfra Solutions Limited
	(Formerly known as M/s. Arisinfra Solutions Private Limited)
	Ronak Kishor Morbia	Bhavik Jayesh Khara
Place: Mumbai	Chairman & Managing Director	Whole Time Director & CFO
Date: August 07, 2025	DIN: 09062500	DIN: 09095925