ARSS Infrastructure Projects Limited filed its annual report for FY26 with stock exchanges on September 5, 2026. The disclosure precedes the company’s 26th Annual General Meeting scheduled for September 29, 2026.

The filing was made pursuant to Regulation 34(1) and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual report, along with the notice for the AGM, is available electronically to members who have registered email addresses. Shareholders without registered emails will receive a letter containing the web link to the integrated report.

Leadership Changes

The Board proposes changing Mr. Patnaik’s designation from Chairman to Chairman and Managing Director for five years, commencing August 14, 2026. This follows the resignation of Gopal Krishna Dash from the Managing Director role on August 11, 2026.

Mr. Patnaik, aged 77, requires shareholder approval under Section 196(3)(a) of the Companies Act, 2013, due to his age. The Nomination and Remuneration Committee recommended his appointment citing his experience in mining, steel, and infrastructure sectors.

The remuneration is proposed under Section 197(3) read with Schedule V, Part II, Section II, Item (B), due to the inadequacy of profits. The payment covers three years from August 14, 2026, to August 13, 2029.

Governance and Auditors

Shareholders will vote to replace the existing Articles of Association with a new set aligned with the Companies Act, 2013. This special resolution aims to ensure compliance with current legal frameworks and improve governance flexibility.

The meeting will also appoint M/s A D V and Co LLP as statutory auditors for two years, replacing M/s M A R S & Associates following a merger. The remuneration is set at ₹12,00,000 per annum plus taxes and expenses. Additionally, the cost auditor remuneration of ₹60,000 per annum for M/s I C Kundu & Co will be ratified.

ARSS Infrastructure Projects Limited shareholders approved the issuance of up to 25 crore non-cumulative non-convertible redeemable preference shares to its promoter, Ocean Capital Market Limited.

The resolutions were passed via remote e-voting on August 29, 2026, with a near-unanimous vote in favor. The company also secured approval to increase its authorized share capital and alter Clause V of its Memorandum of Association.

Voting Results

The postal ballot process was scrutinized by M/s Sunita Jyotirmoy & Associates. Shareholders holding 90118498 equity shares as on the record date of July 24, 2026, were eligible to vote. A total of 1943438 votes were polled, representing 2.1565% of outstanding shares.

All three resolutions received 99.96% of the votes cast in favor. Only 860 votes, or 0.04%, were cast against the proposals. No invalid votes were recorded.

Promoter Interest and Capital Structure

The second and third resolutions involved a material related-party transaction, with the promoter group declared as interested parties. The special resolution authorizes the private placement of shares with a face value of ₹10 each, carrying a dividend rate of 0.01%.

Promoter and promoter group entities held 76500000 shares on the record date but did not participate in the e-voting process. Institutional public shareholders, holding 1508700 shares, also abstained from voting. The entire voting activity came from non-institutional public shareholders, who held 12109798 shares.

What the Numbers Show

The voting data reveals a complete concentration of shareholder participation among retail investors. With promoters and institutional investors abstaining entirely, the approval of the related-party transaction rests solely on the votes of non-institutional public shareholders. This indicates strong retail support for the capital raise, despite the absence of institutional engagement in the ballot process.