Resolutions Proposed

The Postal Ballot contains six resolutions for shareholder approval:

1. Sub-Division of Equity Shares (Ordinary Resolution)

  • Proposal to subdivide each existing equity share of face value ₹10 into 2 equity shares of face value ₹5 each
  • Post-subdivision: Authorized capital remains ₹25,00,00,000 but represented by 5,00,00,000 shares of ₹5 each instead of 2,50,00,000 shares of ₹10 each
  • Issued, subscribed and paid-up capital remains ₹1,50,00,000 but represented by 30,00,000 shares of ₹5 each instead of 15,00,000 shares of ₹10 each
  • Record date to be determined by the Board of Directors
  • Shares held in physical form will be automatically cancelled and credited to a Suspense Escrow Demat Account
  • Shares held in dematerialized form will be credited proportionately to beneficiary accounts

2. Alteration of Capital Clause (Ordinary Resolution)

  • Consequential change to Memorandum of Association Clause V to reflect post-subdivision capital structure
  • New clause: "V. The Authorised Share Capital of the Company is 5,00,00,000 Equity Shares of Rs. 5/- each aggregating to Rs. 25,00,00,000/-"

3. Appointment of Mr. Kunal Khaitan (Special Resolution)

  • DIN: 11186134
  • Appointment as Non-Executive Independent Director
  • Term: Five years from 16th October, 2026 to 15th October, 2031
  • Not liable to retire by rotation
  • Graduate qualification, 35 years old
  • Currently serves as Director at Central Cables Limited
  • Holds committee positions at Central Cables Limited (Audit, Nomination and Remuneration, Stakeholders Relationship)
  • No shareholding in Aris International Limited
  • No remuneration drawn or sought

4. Appointment of Ms. Hemant Kumar (Special Resolution)

  • DIN: 11599649
  • Appointment as Non-Executive Independent Director
  • Term: Five years from 16th October, 2026 to 15th October, 2031
  • Not liable to retire by rotation
  • Graduate qualification, 44 years old
  • Previously served on Board of Raigarh Trading Co. Limited
  • Currently serves as Director at Colab Platforms Limited
  • Holds committee positions at Colab Platforms Limited (Chairperson of Audit and Nomination and Remuneration Committees, Member of Stakeholders Relationship Committee)
  • No shareholding in Aris International Limited
  • No remuneration drawn or sought

5. Loans, Investments, Guarantees under Section 186 (Special Resolution)

  • Approval for making loans to any person or body corporate
  • Approval for giving guarantees or providing security in connection with loans
  • Approval for acquiring securities of any other body corporate
  • Aggregate limit: ₹50,00,00,000 (Fifty Crores) at any point in time
  • This limit encompasses all loans, investments, guarantees, and securities

6. Loans, Guarantees under Section 185 (Special Resolution)

  • Approval for advancing loans to persons in whom directors are interested
  • Approval for giving guarantees or providing security for such persons
  • Limit of ₹50,00,00,000 is part of and not additional to the Section 186 limit
  • Loans must be utilized for principal business activities of borrowing entity
  • Interest rate must not be lower than prevailing government security yields

Voting Arrangements

  • Cut-off date: Friday, 16th October, 2026
  • Remote e-voting period: Friday, 23rd October, 2026 (9:00 AM) to Saturday, 21st November, 2026 (5:00 PM IST)
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Mr. Ajay Yadav, Practising Company Secretary (COP: 27919, Membership No. ACS 75958)
  • Results declaration: On or before Monday, 23rd November, 2026
  • Results publication: Company website (www.arisinternational.in), CDSL website, and BSE Limited

Financial Impact

The stock subdivision does not change the aggregate amount of authorized or paid-up share capital. The loans, investments, and guarantees approval creates a potential financial exposure of up to ₹50 crore, but no specific transactions are disclosed in this filing.

Capital Structure Impact

The stock subdivision will double the number of outstanding shares while halving the face value, maintaining the same total equity value. Post-subdivision capital structure:

  • Authorized Capital: 5,00,00,000 shares of ₹5 each = ₹25,00,00,000
  • Issued, Subscribed and Paid-up Capital: 30,00,000 shares of ₹5 each = ₹1,50,00,000

Governance Impact

Appointment of two new Independent Directors strengthens board composition and governance structure for a five-year term.