Amalgamation/Merger

CIN: L51909MH2021PLC354997 ~ ARIS Tel: 022 69112000 Email: legal@aris.in Web: www.aris.in Date: July 20, 2026 To To The Compliance Manager The Manager, Listing Department BSE Limited National Stock Exchange of India Ltd Corporate Relationship Dept., Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (East), Mumbai 400 051. Dalal Street, Mumbai 400001. Scrip Code: 544419 Symbol: ARIS Sub: Intimation regarding receipt of No Objection / No Adverse Observation Letter from the National Stock Exchange of India Limited and The BSE Limited (collectively referred to as “Stock Exchanges”) in relation to the Scheme of Amalgamation of Arisunitern Re Solutions Private Limited (“AUSPL” or “Transferor Company”) with Arisinfra Solutions Limited (“ASL” or “Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (“Scheme” or “Draft Scheme”). Dear Sir/ Madam, This has reference to our earlier intimation dated March 18, 2026, regarding the decision of the Board of Directors of the Arisinfra Solutions Limited (“Transferee Company”) approving the above Scheme. We wish to inform you that the Transferee Company has received the Observation Letters in respect of the aforesaid Scheme from the Stock Exchanges. The National Stock Exchange of India Limited, being the designated stock exchange, issued its "No Objection" letter dated July 20, 2026, and the BSE Limited issued its "No Adverse Observations" letter dated July 17, 2026. The letters issued by the Stock Exchanges are enclosed herewith and are uploaded on the website of the Transferee Company i.e. https://aris.in/pages/investor-relations-scheme-of-amalgamation It may be noted that the Scheme shall become effective only upon receipt of all requisite statutory, regulatory and other approvals, including, inter alia, the approval of the Hon'ble National Company Law Tribunal, shareholders and creditors, as may be applicable. Kindly take the above information on record. Thanks & Regards, For Arisinfra Solutions Limited Latesh Shailesh Shah Company Secretary and Compliance Officer ICSI Membership No.: F12559 Date: 20/07/2026 Place: Mumbai Encl. as above Arisinfra Solutions Limited (Formerly known as 1Arisinfr-a Solutions Private Limited1) Registered Office Address Simplifying Unit No. 4-B-02-06, B Wing, 4th Floor Construction Art Guild House. Phoenix Market City, LBS Marg Kurla West. Mumbai - 400 070 NiftySO Ref: NSE/LIST/54272 July 20, 2026 The Company Secretary Arisinfra Solutions Limited Dear Sir /Madam, Sub: Observation Letter for Draft Scheme of Amalgamation of Arisunitern Re Solutions Private Limited (AUSPL Or Transferor Company) with Arisinfra Solutions Limited (ASL Or Transferee Company) and their respective shareholders. We are in receipt of the captioned draft scheme filed by Arisinfra Solutions Limited. Based on our letter reference no. NSE/LIST/54272 dated June 24, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated July 17, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon 'ble NCLT and shareholders, while seeking approval oft he scheme b) The Company shall ensure that additional information, ifa ny, submitted by the Company after filing the scheme with the stock exchange from the date of receipt oft his letter, is displayed on the websites of the listed company and stock exchanges. c) The Company shall ensure compliance with the SEBI circulars issued from time to time. d) The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Transferor Company shall stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company. e) The Company shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations. 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval. j) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. This Document is Digitally Signed Signed by: Khyati Vidwans Date: Mon, Jul 20, 2026 12:48:21 IST NSE Location: NSE Non-Confidential Natlo~IStock Exc'~A\3 11fI1u:liaLimlted I Exl!:h.!11~ P~ C-1.Black G,&andra &.ridrra (E). Mumbii - 400 0 51, lridia+9122 26598100 I www..nEiElllldia.co11111 I CIN U6'1UOMH199:!PL£069769 Continuation Sheet Ref: NSE/LIST/54272 July 20, 2026 g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Company ensure that both the companies shall disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 oft he Companies Act 2013- • Need for the merger, rationale oft he scheme, synergies of business of the entities involved in the scheme, impact oft he scheme on the shareholders and cost benefit analysis oft he scheme. • Details ofR egistered valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary ofm ethods considered for arriving at the Share-Swap Ratio and Rationale for using above methods. • Basis for arriving at the share swap ratio. • Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing ofD raft Scheme to Notice to shareholders. • Capital built-up oft ransferor and transferee companies since incorporation and last 3 years. • Details ofR evenue, PAT and EBIDTA oft ransferor and transferee companies for last 3 years, • Value ofA ssets and liabilities of transferor company that are being transferred to transferee company and post-merger balance sheet oft ransferee company. • Details ofp otential benefits and risks associated with the amalgamation. • Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger. i) The Company shall ensure to disclose all pending actions against the entities involved in the scheme its promoters/ directors/KMP s. j) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure L ofE xchange checklist. k) The Company shall ensure that the proposed equity shares to be issued in terms oft he "Scheme" shall mandatorily be in demat form only. l) The Company shall ensure that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. m) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities I tribunals shall be made without specific written consent ofS EBI. This Document is Digitally Signed Signed by: Khyati Vidwans Date: Mon, Jul 20, 2026 12:48:21 IST NSE Location: NSE Non-Confidential [Showing first 8,000 characters — download PDF for full document]