ARSS Infrastructure Projects Limited has appointed M/s A D V AND CO LLP as its statutory auditor to fill a casual vacancy arising from the merger of its former auditor, M/s M A R S & Associates. The appointment was approved by shareholders through an Extra Ordinary General Meeting (EGM) held on June 9, 2026, via video conferencing. The resolution received 99.99995% of the votes cast, with 21,99,632 shares voting in favour and 1 share voting against.

The casual vacancy occurred after M/s M A R S & Associates informed the company on February 25, 2026, that it had merged with M/s A D V AND CO LLP effective February 11, 2026, following approval from the Institute of Chartered Accountants of India (ICAI). Consequently, the previous firm ceased to exist and could not continue as the statutory auditor. The Board of Directors had initially approved the appointment of M/s A D V AND CO LLP on March 10, 2026, subject to shareholder ratification.

Voting Results

The voting was conducted through remote e-voting and e-voting during the EGM. The remote e-voting period commenced on June 5, 2026, and concluded on June 8, 2026. A total of 60 members participated in the voting process.

Meeting Proceedings

The EGM was chaired by Shri Dipti Ranjan Patnaik, Chairman of the Company, and attended by Shri G. K. Dash, Managing Director, and other independent directors. The meeting commenced at 11:30 A.M. and concluded at 11:53 A.M. The quorum was declared present through video conferencing in compliance with Section 103 of the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

M/s Sunita Jyotirmoy & Associates, Company Secretaries, acted as the scrutinizer for the voting process. The scrutinizer's report confirmed that the resolution was duly passed with the requisite majority. The appointment of M/s A D V AND CO LLP is effective until the conclusion of the 26th Annual General Meeting of the Company.

ARSS Infrastructure Projects Limited reported a standalone net loss of ₹355,498.04 lakh for the financial year ended March 31, 2026, following the implementation of a resolution plan approved by the National Company Law Tribunal (NCLT), Cuttack Bench, vide order dated August 29, 2025, in favour of Ocean Capital Market Limited (OCML) as the Successful Resolution Applicant (SRA). The Board of Directors approved the audited standalone and consolidated financial results at its meeting held on May 30, 2026. Statutory auditors A D V AND CO LLP issued a modified (qualified) opinion on both the standalone and consolidated financial results, citing non-compliance with Ind AS 115, inappropriate recognition of arbitration claims, and concerns over a loan classification.

Financial Performance

The company's financial results for the year reflect the material impact of the NCLT-approved resolution plan. Revenue from operations declined to ₹14,579.28 lakh from ₹16,538.80 lakh in the previous year. Exceptional items of ₹322,971.31 lakh—primarily comprising interest expense payable to financial creditors (₹2,23,724.03 lakh) and previously unrecorded financial creditor liabilities (₹1,04,286.74 lakh), partially offset by a gain on extinguishment of operational creditor liabilities (₹5,039.46 lakh)—drove the significant net loss. The following table summarises the key standalone financial metrics:

On a consolidated basis, the net loss for the year stood at ₹355,357.47 lakh, with consolidated revenue from operations also at ₹14,579.28 lakh. Consolidated basic and diluted EPS stood at (394.32).

Audit Qualifications

The statutory auditors qualified their opinion on three key matters applicable to both standalone and consolidated results. First, the company did not comply with Ind AS 115 (Revenue from Contracts with Customers) due to the absence of contract-wise records and underlying project documentation, making it impossible to ascertain or recognise contract-wise surplus or deficit on construction contracts. This qualification has been recurring since Financial Year 2013-14.

Second, the company recognised arbitration claims of ₹70,831.96 lakh as income in the Statement of Profit and Loss and as Claims Receivable under Other Financial Assets. The auditors noted that these claims are subject to ongoing arbitration proceedings with uncertain outcomes and do not meet the recognition thresholds under Ind AS 115, Ind AS 109, or Ind AS 37. In the auditors' view, these claims constitute contingent assets that should be disclosed rather than recognised, and their booking has resulted in an overstatement of exceptional items, other financial assets, and net worth. Additionally, the company wrote off ₹91,273.71 lakh of previously stated arbitration claims during the year.

Third, a loan received from OCML—a related party—was classified as a "Secured Borrowing" without execution of security creation documents or registration of charge with the Registrar of Companies. Interest at 9% per annum was accrued on this loan, which the auditors noted is not contemplated in the NCLT-approved resolution plan. Required approvals under Section 177 and Section 188 of the Companies Act, 2013, and Regulation 23 of SEBI (LODR) Regulations, 2015, were also not demonstrated. These matters resulted in incorrect classification of borrowings and incorrect recognition of interest expense of ₹1,122.76 lakh.

Resolution Plan Implementation

The NCLT approved the resolution plan on August 29, 2025. Key steps completed during the year include the reconstitution of the Board of Directors on September 29, 2025; extinguishment of 1,06,19,468 equity shares held by erstwhile promoters (transferred to Capital Reserve Account); settlement of financial creditors' admitted claims of INR 4,940.14 crores through a cash payment of INR 207.69 crore by the SRA and assignment of outstanding debt; conversion of unsustainable debt of INR 4,675.45 crores into 7.5 crore equity shares; settlement of operational creditors for INR 0.47 crore; extinguishment of all contingent liabilities and government dues as on the effective date; and fresh equity infusion of INR 3 crore by the SRA for 30 lakh equity shares allotted on September 29, 2025. The financial statements have been prepared on a going concern basis in view of the resolution plan's implementation and are not strictly comparable with the previous year, as the prior year figures were prepared during the Corporate Insolvency Resolution Process (CIRP) when the Board's powers were vested with the Resolution Professional.

Exceptional Items Breakdown

The table below details the exceptional items recognised in the standalone and consolidated financial results:

Corporate Developments

The Board reappointed M/s PR & Associates (Cost Accountant, FRN: 103892) as Internal Auditors of the company for Financial Year 2026-27, based on the recommendation of the Audit Committee. The company has also identified certain provisions in the approved resolution plan that require amendments on account of ambiguity or inconsistency with the Insolvency and Bankruptcy Code, 2016, and is in the process of filing necessary applications before the NCLT within the stipulated one-year period from the effective date. The consolidated financial statements include ARSS Damoh Hirapur Tolls Private Limited (subsidiary), ARSS Developers Limited (associate), and multiple joint ventures. A claim of ₹6,694.70 lakh raised by ARSS Damoh Hirapur Tolls Private Limited against MPRDC arising from the termination of a BOT contract remains unresolved.