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 COMPANY’S 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 T millions)

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 GROUP’S
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
T10,674.63 million, which is a 39.1% year-over-year
increase compared to T7,676.72 million in FY25. This
represents an absolute increase of about T2,997.91
million in revenue.

Profitability Turnaround and Surge:

The company’s consolidated Profit After Tax (PAT) grew
10x YoY to T603 Mn in FY26, from T60 Mn in FY25,
driven by operating margin expansion on the back of
DaaS revenue doubling and 95% growth in contract

manufacturing, coupled with a T136 Mn YoY reduction
in finance costs following repayment of debt from IPO
proceeds.

EBITDA and Margins:

In FY25, our EBITDA was T506.03 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 company’s 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 T6,557.96 million, and standalone net profit
was T249.07 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 Company’s 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

(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.

@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)

$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
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 athttps://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 Company’s subsidiaries in the
prescribed Form AOC-1 (‘Annexure-I’) forms part of the
financial statements of the Company.

12) 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 Company’s
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 Company’s current market capitalization
ranking;

• The regulatory provisions applicable based on
such classification; and

• The Company’s 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 Company’s 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 Company’s 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.

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.

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 re¬
appointment 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) COMPANY’S 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 self¬
explanatory 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 Company’s 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 Company’s 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 arm’s 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 Company’s PoLicy on MateriaLity of ReLated Party
Transactions and DeaLing with ReLated Party Transactions
as approved by the Board can be accessed on the
Company’s 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 Company’s 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:

• 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:

• 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 Company’s 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

*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

# 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

* 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

2 (Two) meetings of the Corporate Social Responsibility Committee were held during the financial year 2025-26.

E. RISK MANAGEMENT COMMITTEE

# 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:

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 Company’s 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 Board’s Report of the Company during the year
under review;

45) CAUTIONARY STATEMENT

Statements in the Board’s Report and the MDA describing
the Company’s 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 Company’s operations include Indian
demand supply conditions, finished goods prices, stock
availability and prices, cyclical demand and pricing in the
Company’s 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 Company’s 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