Shareholders meeting

ARSS INFRASTRUCTURE PROJECTS LTD. Date: \1-0- 202¢ Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No-C1, G Block 1st Floor, Rotunda Building, BandraKurla Complex, Dalal Street, Bandra (E), Mumbai- 400 001 Mumbai-400051 BSE Scrip Code - 533163 NSE Symbol: ARSSINFRA Dear Sir/ Madam, Sub: Minutes of Extra Ordinary General Meeting (“EGM”) of ARSS Infrastructure Projects Limited (“the Company”) This is further to our letter dated 9% June, 2026 in connection with EGM of the Company held on 09-06-2026, we are pleased to enclose herewith a copy of the minutes of the proceedings of Extra Ordinary General Meeting of the Company held through Video Conferencing. We shall request you to kindly take the same on record. Thanking You, Yours faithfully, For ARSS Infrastructure Proj Gopal Krishna Dash Managing Director DIN: 10776309 Endl: As above CIN : L141030R2000PLC006230 Regd. Office : Sector A, Zone D, Plot #38, Mancheswar Industrial Estate, Bhubaneswar 751010, Odisha Tel : 0674 - 2602763, E-mail: response@arssgroup.in, Website : www.arssgroup.in Corp. Office : ARSS Mall, Community Centre, Plot No. 40, Block-A, Paschim Vihar, Opposit to Jwalaheri Market, New Delhi-110063 (India) E-mail : delhi@arssgroup.in s o< e e S MINUTES OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF ARSS INFRASTRUCTURTE PROJECTS LIMITED HELD ON| TUESDAY THE 9™ DAY OF JUNE, 2026 THROUGH VIDEO CONFERENCING (VC) MODE COMMENCED AT 11:30 A.M. AND CONCLUDED AT 11:53 A.M. (INCLUDING THE TIME ALLOWED FOR E-VOTING AT THE EGM AND 15 MINUTES AFTER THE PROCEEDINGS OF THE EGM WAS CONCLUDED BY| THE CHAIRMAN, AS DECLARED BY THE CHAIRMAN) PRESENT Sr. | Name Designation Mode of presence 1 Shri Dipti Ranjan Patnaik | Chairman of the Company | Through VC 2 Shri G. K. Dash Managing Director Physical 3 Shri T. K. Padmanaban | Independent Director Through VC 4 Smt. Payal Agarwal Independent Director Through VC (Chairperson of Audit Comymittee) 5 Shri Manoranjan | Independent Director Through VC Panigrahy INATTENDANCE Sr. | Name Designation Mode of presence 6 Shri S. K. Pattanaik Chief Financial Officer Physical 7 CA Vipul Kumar Gupta | Statutory Auditors Through VC from M/s. A D V AND COLLP 8 CS Jyotirmoy Mishra | Secretarial Auditors Through VC partner of M/s. Sunita Jyotirmoy & Associates, Practicing Company Secretaries 42 Shareholders holding in aggregate 1488410 equity shares constituting 1.6516% of the paid up capital of the Company were present through VC. Opening the Meeting and Appointment of Chairman of the Meeting Mr. Dipti Ranjan Patnaik, Chairman of the Company, chaired the proceedings o: the meeting, welcomed the shareholders and informed that the meeting was held through video conference in accordance with the circular issued by the Ministry o Corporate Affairs (MCA) & SEBI and started the formal proceedings. The Participation of members through video conference was reckoned for the purposg of quorum as per the circulars issued by MCA and Section 103 of the Companie Act, 2013. Then Chairman of the meeting declared that the requisite quorum wa present through video conference and called the meeting to order. The Chairman informed the members that the proposed Ordinary Resolution i CHAIRMAN'S INITIALS placed before the shareholders pursuant to the provisions of Section 139(8) of the Companies Act, 2013, for approval of the appointment of M/s A D V AND CQ LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), a: I MINUTE BOOK & Statutory Auditors of the Company to fill the casual vacancy caused in the office of Statutory Auditors. The Chairman apprised the members that the Company received a communication dated February 25, 2026 from M/s M A R S & Associates, Chartered Accountants (Firm Registration No. 010484N) existing statutory auditors, informing that the said firm merged with M/s A D V AND CO LLP with effect from February 11, 2026, pursuant to the approval granted by the Institute of Chartered Accountants of India (ICAI). Consequent upon such merger, M/s M A R S & Associates ceased to exist as an independent entity and expressed its inability to continue as the Statutory Auditors of the Company resulting in a casual vacancy in the office of Statutory Auditors. The Chairman further informed the members that M/s M A R S & Associates was appointed as Statutory Auditors by the shareholders for a term extending up to the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2029. However, due to the aforesaid merger and cessation of existence of the audit firm, the Board was required to take appropriate steps to ensure continuity of the statutory audit function of the Company in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman stated that the Audit Committee of the Board considered the credentials, experience, eligibility and independence of M/s A D V AND CO LLP and recommended their appointment as Statutory Auditors of the Company. Based on such recommendation, the Board of Directors, through Resolution by Circulation passed on March 10, 2026, approved the appointment of M/s A D V AND CO LLP as Statutory Auditors to fill the casual vacancy, subject to approval of the members. The Chairman further informed the members that the Company received the written consent, eligibility certificate and requisite confirmations from M/s AD V AND CO LLP confirming that their appointment, if approved, would be in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder and that they satisfy all prescribed criteria for appointment as Statutory Auditors. The Chairman explained that, in terms of Section 139(8) of the Companies Act, 2013, where a casual vacancy in the office of Statutory Auditors arises due to resignation, such vacancy is required to be filled by the Board of Directors within thirty days and the appointment is required to be approved by the members or shareholders of the Company within three months of the recommendation of the Board at a general meeting. Accordingly, approval of the members is being sought for the appointment of M/s A D V AND CO LLP, Chartered Accountants, as Statutory Auditors of the Company to hold office until the conclusion of the 26th Annual General Meeting of the Company. The Chairman therefore recommended the resolution for the consideration and CHAIRMAN'S approval of the members in the best interests of the Company and its INITIALS stakeholders. He also acknowledged the attendance of Mrs. Payal Agarwal, Independent Director, Mr. T. K. Padmanaban, Independent Director, Mr. Vipul Gupta, Statutory Auditors, MINUTE BOOK CL Mr. Jyotirmoy Mishra, Practicing Company Secretary, the Scrutinizer as well as t]?e Secretarial Auditor of the Company. He further informed the members that the relevant Registers and other statutory records as per the provisions of the Companies Act, 2013 and rules thereof were available for inspection by the membet’s electronically. Then he briefed the procedure for participation of the meeting through Video Conference. He also mentioned that three shareholders had registered as speaker shareholders during the EGM. The non-speaker shareholders were also given the facility to raise questions through the chat box provided. All the shareholders wete in mute mode during the meeting to avoid any disturbance from background noisq. He stated that the Ministry of Corporate Affairs (MCA’) and the Securities and| Exchange Board of India (‘SEBI') vide its various circulars, permitted the holding] of the General Meeting through Video Conferencing or Other Audio Visual Means, without the physical presence of the members at a common venue. In| compliance of the Govt. Circulars, the company has provided VC facilities for] attending the EGM with support of National Securities Depository Limited| (NSDL) e-voting sys [Showing first 8,000 characters — download PDF for full document]