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.

ARSS Infrastructure Projects Limited has convened an Extra-Ordinary General Meeting (EGM) scheduled for Tuesday, June 9, 2026, at 11:30 AM IST, to be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The primary agenda is to seek shareholder approval for the appointment of M/s. A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), as the company's new Statutory Auditors, filling the casual vacancy created by the resignation of M/s. M A R S & Associates, Chartered Accountants. In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company filed newspaper advertisements on May 14, 2026, confirming the completion of dispatch of the EGM notice. The notice was published in Business Standard (English, all India editions) and Nitidin (Odia, all Odisha editions). The EGM notice was sent electronically on May 13, 2026, to all members whose email addresses are registered with the company, its Registrar and Transfer Agent, or Depository Participants.

EGM Details at a Glance

The key parameters of the Extra-Ordinary General Meeting are summarised below:

Background: Auditor Resignation and Casual Vacancy

The EGM has been necessitated by the resignation of the company's erstwhile Statutory Auditors, M/s. M A R S & Associates, Chartered Accountants (Firm Registration No. 010484N). On February 25, 2026, the company was informed that M/s. M A R S & Associates had merged with M/s. A D V AND CO LLP, with effect from February 11, 2026, as approved by the Institute of Chartered Accountants of India (ICAI). Pursuant to the merger, M/s. M A R S & Associates ceased to exist as a separate entity, with all its engagements and responsibilities transferred to M/s. A D V AND CO LLP. M/s. M A R S & Associates had originally been appointed for a term of five years, up to the conclusion of the 29th Annual General Meeting, at a remuneration of ₹12,00,000 plus applicable GST.

Proposed Appointment of M/s. A D V AND CO LLP

The Board of Directors, at its meeting held through resolution by circulation on March 10, 2026, based on the recommendation of the Audit Committee, approved the appointment of M/s. A D V AND CO LLP as Statutory Auditors, subject to member approval. The appointment is effective from March 10, 2026, until the conclusion of the 26th Annual General Meeting for FY 2025-26. The proposed audit fee remains unchanged at ₹12,00,000 (Rupees Twelve Lakh) plus applicable GST for FY 2025-26. Key details of the proposed appointment are as follows:

M/s. A D V AND CO LLP is a limited liability partnership registered with ICAI, holding a valid Peer Review certificate. The firm and its network firms audit several large listed and private companies across diverse market segments including industrial, infrastructure, consumer products, financial services, and technology sectors.

Newspaper Advertisement and Regulatory Disclosure

In line with its regulatory obligations, the company filed newspaper advertisements on May 14, 2026, to publicly notify shareholders of the EGM and remote e-voting information. The advertisement was published in the following newspapers:

The filing was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was submitted to both BSE Limited and the National Stock Exchange of India Limited. The communication was signed by Gopal Krishna Dash, Managing Director (DIN: 10776309), on behalf of ARSS Infrastructure Projects Limited.

Remote E-Voting Facility

The company has engaged National Securities Depository Limited (NSDL) as its e-voting service provider. Members whose names appear in the Register of Members or list of Beneficial Owners as on the cut-off date of Tuesday, June 2, 2026, are entitled to participate in remote e-voting. The remote e-voting schedule and related details are as follows: