Arshiya Ltd has accepted the resignation of Mr. Ved Prakash as Non-Executive Independent Director, effective February 18, 2026. The resignation was formally acknowledged by the Resolution Professional, Pankaj Mahajan, who currently manages the company under the Corporate Insolvency Resolution Process (CIRP). Mr. Prakash stepped down due to his inability to devote sufficient time and attention to the company's affairs, as he resides in Dubai.

The company stated that the powers of the Board of Directors were suspended upon the commencement of CIRP by the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code, 2016. Consequently, the management of the company was vested in the Resolution Professional. The formal acceptance of the resignation was delayed due to the statutory and procedural requirements applicable during the CIRP period.

Mr. Ved Prakash (DIN: 02988628) ceased to hold the position of Non-Executive Independent Director with effect from February 18, 2026. The disclosure was made to the stock exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of Resignation

The resignation was intimated to the National Stock Exchange of India Limited and BSE Limited on June 23, 2026. The company confirmed that there are no other material reasons for the resignation beyond those stated in the resignation letter.

Arshiya Ltd has submitted a statement on the impact of audit qualifications for the financial year ended March 31, 2025. The filing was made in compliance with Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company is currently undergoing the Corporate Insolvency Resolution Process (CIRP), and the powers of the Board are vested with Resolution Professional Mr. Pankaj Mahajan.

The audited standalone financial results for the quarter and financial year ended March 31, 2025, were approved by the Resolution Professional on April 28, 2026. The audit report was issued by the statutory auditors, M/s ARTHA & Associates, Chartered Accountants. The statement notes that the submission of the impact statement was delayed due to the ongoing CIRP process and the need to consult with the accounts team and other officials.

The statutory auditors issued a disclaimer of opinion on the financial statements. This decision was based on the inability to obtain sufficient appropriate audit evidence regarding several material areas. The primary reasons included the suspension of the Board of Directors' powers, the absence of their signatures on the financial statements, and the consequent limitations on verifying the completeness and accuracy of the accounts. An erstwhile director expressed unwillingness to sign, citing concerns regarding the collectability of a receivable balance of ₹1200.04 lakhs.

Financial Impact and Qualifications

The statement details the audited figures for the financial year ended March 31, 2025, noting that the disclaimer of opinion is based on available information and is considered a clarification; hence, no changes were made to the financial numbers.

Key Audit Qualifications

The audit report highlighted multiple qualifications leading to the disclaimer of opinion:

• Recoverability of Loans and Investments: The company extended loans to its subsidiary, Arshiya Lifestyle Limited. Following the termination of a sub-lease agreement and the forfeiture of security deposits, the subsidiary wrote off amounts payable to the company. However, the Resolution Professional did not recognize this write-off, citing IBC provisions that restrict adjustments during CIRP. Consequently, the recoverability of loans outstanding from the subsidiary and investments in Arshiya Northern FTWZ Limited could not be verified.
• Revenue Recognition: The company recognized revenue of ₹1497.19 lakhs from Ascendas Panvel FTWZ Limited for FY 2024-25 without an executed contract or evidence of customer acceptance. The auditors noted potential non-compliance with Ind AS 115 and Ind AS 109 regarding revenue recognition and impairment of financial assets.
• Interest on Financial Liabilities: The company did not recognize or accrue interest on certain financial liabilities during the year, based on the interpretation that interest is not payable during CIRP. The auditors stated this treatment may not comply with Ind AS 109.
• Trade Receivables and Payables: Confirmations from a significant number of customers and vendors were not received. Due to CIRP limitations, the auditors could not verify the existence, accuracy, and completeness of trade receivables and payables.
• Employee Benefits and ESOPs: The company did not recognize employee benefit obligations such as gratuity and leave encashment, nor did it obtain an actuarial valuation. Additionally, the disclosures for share-based payments were reproduced without an updated assessment of outstanding options.
• Impairment of Assets: The company did not conduct impairment tests for Property, Plant and Equipment, investments in subsidiaries, or inventory as required by Ind AS 36 and Ind AS 2. The management stated that the fair value of assets would be determined upon the approval of a resolution plan by the NCLT.
• Corporate Guarantees: The company provided corporate guarantees for subsidiaries with principal debt obligations aggregating to Rs. 1,22,350.00 lakhs. A fair valuation of these guarantees was not carried out, leading to non-compliance with Ind AS 109.
• Restatement of Financial Statements: The company restated its financial statements following an NCLAT order declaring a demerger with Arshiya Rail Infrastructure Limited as nonest. The auditors were unable to comment on the financial results of the demerged undertaking due to the ongoing CIRP of the resulting company.