Shareholders meeting

Date: 29-07-2026 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: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice Dear Sir/Madam, Please find attached, the Postal Ballot Notice dated July 23, 2026, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“e-voting”) for: 1. Increase in the authorised share capital of the company and consequential alteration of Clause V of the Memorandum of Association. 2. Approval of material related party transaction for the issue of Noncumulative Non- Convertible Redeemable Preference Shares to Ocean Capital Market Limited. 3. Approval of the offer and issuance of up to 25,00,00,000 (twenty-five crore) 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of ₹10/- each to Ocean Capital Market Limited, a promoter of the company, on a private placement basis. Postal Ballot Notice is being sent only through electronic mode to all the members whose e- mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility. The e-voting facility will be available during the following period: Commencement of e-voting: 9:00 a.m. (IST) on Friday, July 31, 2026 End of e-voting: 5:00 p.m. (IST) on Saturday, August 29, 2026 Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 06742602763 Email: cs@arssgroup.in The Postal Ballot Notice is also available on the Company’s website at https://shorturl.at/dXUeO This is for information and records. Yours faithfully, Thanking You For ARSS Infrastructure Projects Limited (Rajendra Biswal) Company Secretary & Compliance Officer ACS-76448 Encl: As above Regd. Off.: Plot No-38, Sector –A, Zone‐D, Mancheswar Industrial Estate, Bhubaneswar ‐751010 (Odisha) Tel‐91 06742602763 Email: cs@arssgroup.in ARSS INFRASTRUCTURE PROJECTS LIMITED Postal Ballot ARSS INFRASTRUCTURE PROJECTS LIMITED Registered Office- Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar- 751010, Odisha, India CIN: L14103OR2000PLC006230 Tel No.: +91-0674- 2602763, E-mail: cs@arssgroup.in, Website: www.arssgroup.in POSTAL BALLOT NOTICE Pursuant to Sections 102, 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended and any applicable circulars issued by Ministry of Corporate Affairs, from time to time) and read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. NOTICE is hereby given to the Members of ARSS Infrastructure Projects Limited (“the Company”) that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (the “Act”) and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) (including any statutory modification(s) or re-enactment thereof for the time being in force), read with the latest General Circular No. 03/2025 dated September 22, 2025 and other circulars issued by the Ministry of Corporate Affairs (“MCA”) (collectively “MCA Circulars”) in this regard and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020; Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021; Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022; SEBI/HO/CRD/PoD-2/P/CIR/2023/4 dated January 5, 2023; Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023; and Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) including any statutory modification(s) or re-enactment thereof for the time being in force, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and any other applicable laws and regulations, if any, the Company is seeking consent/ approval of the Members of the Company for the resolution appended below, proposed to be passed by the Members as an Ordinary Resolution(s) and Special Resolution, as applicable, by way of Postal Ballot process by electronic voting (“e-voting”). ARSS INFRASTRUCTURE PROJECTS LIMITED Postal Ballot S. No. Particular(s) 1. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL ALTERATION OF CLAUSE V OF THE MEMORANDUM OF ASSOCIATION. 2. APPROVAL OF MATERIAL RELATED PARTY TRANSACTION FOR THE ISSUE OF NON- CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES TO OCEAN CAPITAL MARKET LIMITED. 3. APPROVAL OF THE OFFER AND ISSUANCE OF UP TO 25,00,00,000 (TWENTY-FIVE CRORE) 0.01% NON-CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES OF ₹10/- EACH TO OCEAN CAPITAL MARKET LIMITED, A PROMOTER OF THE COMPANY, ON A PRIVATE PLACEMENT BASIS In compliance with the MCA Circulars and SEBI Circulars and pursuant to other applicable laws and regulations, this Postal Ballot Notice is being sent only in electronic form to those Members whose e-mail addresses are registered with the Company / Depositories / Depository Participants / Bigshare Services Private Limited, the Registrar and Share Transfer Agent of the Company (“RTA”) or / and whose name appears in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on July 24, 2026 (“cut-off date”) to enable them to cast their votes electronically. The instructions for e-voting are appended to this Postal Ballot Notice. The resolutions at Item Nos. 1 and 2 are proposed as an Ordinary Resolutions and the resolution at Item No. 3 is proposed as a Special Resolution. The resolutions set out at Item Nos. 1, 2 and 3 are inter-conditional; accordingly, in the event any one of the said resolutions is not passed with the requisite majority, none of the said resolutions shall be given effect to by the Board. Pursuant to Section 102 and 110 of the Act, the explanatory statement pertaining to the said resolution setting out the material facts and the reasons thereof is annexed to this Postal Ballot Notice, for your consideration. The Notice of Postal Ballot is also available on the website of the Company at www.arssgroup.in Pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014, the Board of Directors (the “Board”) of the Company at its meeting held on July 23, 2026, has appointed Mr. Jyotirmoy Mishra (Membership No. FCS 6556 and CP No. 6022) of M/s Sunita Jyotirmoy & Associates, Practicing Company Secretaries to act as the Scrutinizer (the “Scrutinizer”) for conducting the Postal Ballot (e-voting) process in a fair and transparent manner. ARSS INFRASTRUCTURE PROJECTS LIMITED Postal Ballot The Members are requested to carefully read the instructions in the notes under the section “General information and instructions relating to e-voting in this Postal Ballot Notice (“Notice”) and follow the same to cast their vote electronically. Please note that the option to send physical Postal Ballot Form has been dispensed with in view of the aforesaid MCA Circulars. The Members are requested to cast their vote through e-voting process from Friday, July 31, 2026, at 09.00 A.M. (IST) to be eligible for being considered. The e-voting module shall be disabled by NSDL for voting immediately thereafter, and no vote shall be [Showing first 8,000 characters — download PDF for full document]