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:

STATE OF COMPANY’S 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 Arisinfra’s 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 Company’s 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 T 18,00,00,000/- (Rupees Eighteen Crore
Only) to T 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,
T 13,00,00,000/- (Rupees Thirteen Crore Only) to
T 17,00,00,000/- (Rupees Seventeen Crore Only)
by creation and addition of 40,00,000 (Forty Lakhs)
Equity Shares of T 10/- (Rupees Ten Only) each.

• On July 19, 2024 vide shareholder resolution,
T 17,00,00,000/- (Rupees Seventeen Crore Only)
to T 18,00,00,000/- (Rupees Eighteen Crore Only)
by creation and addition of 10,00,000 (Ten Lakhs)
Preference Shares of T 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 T 10/- each to T 2/- each
vide shareholder’s resolution dated July 19, 2024
and accordingly the Authorised Share Capital of
the Company as on the date of Directors’ Report is
T 18,00,00,000/- (Rupees Eighteen Crore Only).

• On January 24, 2025, the Authorised Capital of the
Company was increased from T 18,00,00,000/-
(Rupees Eighteen Crore Only) to T 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 T 2/- (Rupees Two
only) each vide shareholder’s 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:

(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:

*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.

• 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 Company’s 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 T 1,00,000/- (Rupees
One Lakh only) per Series A Debenture, aggregating to
T 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 Company’s
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.

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 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 Auditor’s 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 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://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 arm’s 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 arm’s 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 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://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 Company’s website
at https://arisinfra.com/pages/investor-relations-financial-results

CORPORATE SOCIAL RESPONSIBILITY

Arisinfra’s 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 Company’s
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.

EMPLOYEES’ STOCK 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:

• 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.

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

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

B. NOMINATION AND REMUNERATION COMMITTEE

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

* 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

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

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

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:

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 Company’s
holding or subsidiary company are not applicable.

ACKNOWLEDGEMENT

The Directors thank the Company’s 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