Amendment to Memorandum of Association subject Shareholders approval

ARSS INFRASTRUCTURE PROJECTS LTD. Dated: 10.11.2026 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-400 051 BSE Scrip Code - 533163 NSE Symbol: ARSSINFRA Sub: Outcome of Board Meeting Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of the Company held its meeting today, i.e. Tuesday, 10th November, 2026, inter alia, to consider and approve the following matters: 1. Considered, approved and taken on record, the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended on 30th September, 2026, in the specified format along-with the Limited Review Report of the Statutory Auditors thereon, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In this regard following are enclosed herewith for your perusal, necessary action and record: 1.1 The copy of Unaudited Standalone and Consolidated Financial Results of the company for the quarter and half year ended 30th September, 2026, in the specified format along with the Limited Review Report as annexed in Annexure A. 1.2 Extract of Unaudited standalone and consolidated financial results for quarter and half year ended on 30th September, 2026, being published in newspapers following Regulation 47(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI, LODR. 2015) 2. Increase in the Authorized Share Capital subject to shareholders of the Company as follows: Regd. Off.: Plot No-38, Sector –A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar -751010 (Odisha) Tel-91 0674 2602763 Email :cs@arssgroup.in CIN : L1 41030R2000PLC006230 ARSS INFRASTRUCTURE PROJECTS LTD. Increase in the Authorised Share Capital of the Company from the existing Authorised Share Capital of ₹500 Crore to ₹1,100 Crore comprising of ₹230 Crore divided into 23 Crore Equity Shares of ₹10/- each and ₹870 Crore divided into 87 Crore Preference Shares of ₹10/- each, by creation of additional 60 Crore Preference Shares of ₹10/- each aggregating to ₹600 Crore, and consequential alteration of Clause V of the Memorandum of Association, subject to the approval of the shareholders. 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. Clause Existing Clause Revised Clause V. The Authorised Share Capital of the The Authorised Share Capital of the Company is ₹500,00,00,000 (Rupees Company is ₹1,100,00,00,000 (Rupees Five Hundred Crore Only) divided into One Thousand One Hundred Crore Only) 23,00,00,000 (Twenty Three Crore) divided into 23,00,00,000 (Twenty Three Equity Shares of ₹10/- each and Crore) Equity Shares of ₹10/- each and 27,00,00,000 (Twenty Seven Crore) 87,00,00,000 (Eighty Seven Crore) Preference Shares of ₹10/- each. Preference Shares of ₹10/- each. 3. Material Related Party Transactions with Ocean Capital Market Limited and Mr. Dipti Ranjan Patnaik, promoters, under Regulation 23 of the SEBI Listing Regulations subject to approval of shareholders; 4. Offer and issue of 5,00,00,000, 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; 5. Offer and issue of 50,00,00,000, at 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares to Mr. Dipti Ranjan Patnaik, 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; 6. Material Related Party Transactions for availing unsecured loans from Related Parties, namely, Ocean Capital Market Limited or Mr. Dipti Ranjan Patnaik, up to ₹100.00 crore (rupees one Regd. Off.: Plot No-38, Sector –A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar -751010 (Odisha) Tel-91 0674 2602763 Email :cs@arssgroup.in CIN: L14103OR2000PLC006230 ARSS INFRASTRUCTURE PROJECTS LTD. hundred crore only) each, subject to the approval of the shareholders of the company based on material transactions. 7. 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 13th November 2026 vote (Voting rights shall be in proportion to the equity shares held as on this date) Commencement of remote e-voting Tuesday 17th November 2026 End of remote e-voting Wednesday 16th December 2026 We are also arranging to upload the aforesaid Financial Results on the Company’s website www.arssgroup.in and publish the Standalone and Consolidated Financial Results in the newspapers in the format prescribed under Regulation 47 of the SEBI Listing Regulations. The meeting commenced at 12:30 hours and concluded at 16:20 hours. The same is for your kind information and record. Thanking You, For ARSS Infrastructure Projects Limited (Rajendra Biswal) Company Secretary & Compliance Officer Regd. Off.: Plot No-38, Sector –A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar -751010 (Odisha) Tel-91 0674 2602763 Email :cs@arssgroup.in CIN : L1 41030R2000PLC006230 A D V AND CO LLP +91-11-49856999 E-15/144145, Second Floor, Shiva Road CHARTERED ACCOUNTANTS~ Sector-8, Rohini. Hew Delhi-110085 I NOIA G) advandcollp®gmail.com Independent Auditor's Limited Review Report on Unaudited Standalone Financial Results of ARSS Infrastructure Projects Limited for the quarter and half year ended September 30, 2026 pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. To the Board of Directors of ARSS Infrastructure Projects Limited 1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of M/s ARSS Infrastructure Projects Limited (hereinafter referred to as "the Company"}, for the quarter and half year ended 30th September, 2026 ("the Statement"}, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements} Regulations, 2015, as amended (hereinafter referred to as "the Listing Regulations"}. 2. The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 'Interim Financial Reporting' (hereinafter referred to as "the Ind AS 34"}, notified under section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"} read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE [Showing first 8,000 characters — download PDF for full document]