Increase Authorised Capital and Alteration of Clause V of MOA of the Company

Date: 23-07-2026 Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No-C1, G Block 1st Floor, Rotunda Building, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai- 400 001 Mumbai-400051 BSE Scrip Code - 533163 NSE Symbol: ARSSINFRA Sub: Outcome of Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Board of Directors, at its Meeting held today, July 23, 2026, has, inter alia, approved the following matters: a) Appointment of Mr. Rajendra Biswal (M. No.: A76448) as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f July 23, 2026; The disclosure as per SEBI Master Circular dated January 30, 2026, details under regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Master Circular No. HO/49/14/14(7)2025- Cfdpod2/ I/3762/2026 Dated January 30, 2026. Changes in Directors, Key Managerial Personnel, Senior Management, enclosed herewith Annexure A b) Increase in the Authorized Share Capital subject to shareholders of the Company as follows: Increase in the Authorized Share Capital from the existing Authorised Share Capital of Rs.110 Crore, to Rs. 500 Crore comprising of Rs.230 Crore divided into 23 Crore Equity Shares of Rs.10/- each and Rs.270 Crore divided into 27 Crore Preference Shares of Rs.10/- each and consequential alteration of Clause V of the Memorandum of Association subject to shareholder approval; Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026. Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 0674 2602763 Email: cs@arssgroup.in Clause No Existing Clause Revised Clause V. The Authorised Share Capital of the The Authorised Share Capital of the Company is Rs. 110,00,00,000 Company is Rs. 500,00,00,000 (Rupees (Rupees One Hundred and Ten Five Hundred Crore Only) divided into Crore Only) divided into 23,00,00,000 (Twenty Three Crore) 11,00,00,000 (Eleven Crore) Equity Equity Shares of ₹10/- each and Shares of face value of Rs. 10/- 27,00,00,000 (Twenty Seven Crore) (Rupee Ten Only) each. Preference Shares of ₹10/- each. c) Material Related Party Transactions with Ocean Capital Market Limited, one of the promoters, under Regulation 23 of the SEBI Listing Regulations subject to approval of shareholders; d) Offer and issue of 25,00,00,000, at 0.01% non-cumulative non-convertible redeemable preference shares to Ocean Capital Market Limited, one of the promoters, on private placement basis, in one or more tranches, subject to shareholders approval. Information as per Regulation 30 of the SEBI Listing Regulations for issuance of Non-Convertible Securities is annexed as Annexure B; e) Approval of Notice for Postal Ballot The Board has approved the convening of the Postal ballot for the Shareholders approval and in addition to approve the services of NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically in respect of the resolution as set out in the Postal Ballot Notice. The detailed procedure and instructions for remote e-voting forms part of ‘Notes’ section to the Notice. Some of the important details and dates regarding the remote e-voting facility are as follows: Cut-off date for determining Members entitled to Friday, July 24th 2026 vote (Voting rights shall be in proportion to the equity shares held as on this date) Commencement of remote e-voting Friday, July 31st 2026 End of remote e-voting Saturday, August 29th 2026 Scrutinizer consolidated report to Chairman on or Monday August 31st 2026 before Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 0674 2602763 Email: cs@arssgroup.in Annexure-A Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI Master Circular No. HO/49/14/14(7)2025-CFDPOD2/ I/3762/2026 dated January 30, 2026. Changes in Directors, key managerial personnel, senior management: Sr. No Disclosure Requirement Details 1. Name of the KMP Rajendra Biswal 2. Reason for Change, viz Appointment of Mr. Rajendra Biswal as Company Secretary Appointment, and Compliance Officer Resignation, Removal, Death or Otherwise 3. Date of Appointment/ Effective 23.07.2026 Cessation & term of appointment 4. Brief profile (in case of Mr. Rajendra Biswal (Membership No.: A76448) is an appointment) Associate Member of the Institute of Company Secretaries of India (ICSI). He possesses experience in corporate secretarial, legal and compliance functions. During his professional career, he has handled Board and Committee processes, corporate governance, fund raising through preferential issues, regulatory liaison with Stock Exchanges, ROC and SEBI, secretarial and legal compliances, implementation of compliance management systems, and ensuring compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI ICDR Regulations, and other applicable corporate laws. His expertise also includes conducting Board, Committee and General Meetings, maintaining statutory records, drafting corporate documents, and managing various secretarial and regulatory filings. 5. Disclosure of relationships Not Applicable between directors (in case of appointment of Director) Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 0674 2602763 Email: cs@arssgroup.in Annexure -B Information as per Regulation 30 of the SEBI Listing Regulations for issuance of Non- Convertible Securities. I. Type of securities proposed to be Non-Cumulative Non-Convertible Redeemable issued Preference Shares II. Type of issuance On Private Placement basis III. Name of Investor Ocean Capital Market Limited, one of the promoters of the Company IV. Total number of securities proposed Up to 250000000 Preference Shares, face value to be issued of Rs.100 each V. Size of the Issue 250.00 Crore VI. Whether proposed to be listed? No VII. Date of allotment Date of allotment will be in one or more trenches and shall be decided by the Board of Directors upon obtaining shareholders’ approval. VIII. Tenure of the instrument and Date of Tenure  22 (Twenty-Two) months from the maturity date of allotment of each tranche At the end of the tenure NCRPS shall be redeemed at redemption premium which is sufficient equivalent to provide the Preference Shareholders with an internal rate of return (IRR) of 12% per annum. IX. Coupon/ interest offered, schedule of 0.01% p.a. dividend, non-cumulative on face payment of coupon/ interest and value of Rs.10 per share. The dividend, if principal; declared, will be paid annually. X. Charge/ security created over the The Preference Shares are unsecured and do not assets carry any charge on the assets of the Company XI. Special right/ interest/ privileges None, other that the Preference Shares shall attached to the instrument carry a preferential right vis-à-vis equity shares of the Company with respect to payment of dividend, if any, and repayment of capital in accordance with the applicable provisions of the Companies Act 2013. Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 0674 2602763 Email: cs@arssgroup.in XII. Delay in payment of interest / Not applicable principal amount for a period of more than three months from the due date or default in payment of interest / principal XIII. Details of any lett [Showing first 8,000 characters — download PDF for full document]