ARSS Infrastructure Projects Limited successfully conducted its Extra-Ordinary General Meeting on December 9, 2025, securing shareholder approval for six crucial special resolutions designed to facilitate corporate revival and implement the Resolution Plan approved under the Insolvency and Bankruptcy Code, 2016. The meeting, held through video conferencing, saw participation from 58 shareholders holding 1,254 equity shares, representing 0.003135% of the company's paid-up capital.

Capital Restructuring and Authorization

The most significant resolution involved a comprehensive restructuring of the company's authorized share capital. Shareholders approved the increase from the existing ₹55.00 crores to ₹110.00 crores, accompanied by a reclassification of the capital structure.

This restructuring involved reclassifying the existing 1.50 crore preference shares into equity share capital and creating additional equity share capital to achieve the revised structure. The Memorandum of Association was consequently amended to reflect these changes.

Financial Empowerment and Borrowing Framework

Shareholders granted substantial financial flexibility by approving borrowing limits up to ₹5,000.00 crores, exclusive of interest. This authorization supersedes all earlier resolutions and permits the Board to borrow from various sources including banks, financial institutions, government bodies, and other entities through multiple instruments.

Additionally, the creation of charges on company assets was approved to secure these borrowings, with provisions for charges to rank pari passu with existing mortgages or be subordinate to future charges.

Executive Remuneration Approvals

The meeting approved remuneration packages for key executive positions, effective from September 29, 2025. Mr. Dipti Ranjan Patnaik, Executive Director and Chairman, received approval for monthly remuneration of ₹50.00 lakhs, while Mr. Gopal Krishna Dash, Managing Director, was approved for ₹2.00 lakhs per month for a three-year tenure ending September 28, 2028.

Board Composition and Governance

Shareholders approved the appointment of Mr. Manoranjan Panigrahy as an Independent Director for a five-year term from October 31, 2025, to October 30, 2030. This appointment strengthens the board's independence and governance framework as the company moves forward with its restructuring plans.

Resolution Implementation Context

Chairman Dipti Ranjan Patnaik emphasized that these resolutions are essential for implementing the Resolution Plan submitted by Ocean Capital Market Limited, which was approved by the Committee of Creditors and the NCLT Cuttack Bench. The plan aims to revive operations, restore financial health, infuse fresh working capital, and clear legacy liabilities following the Corporate Insolvency Resolution Process.

All six special resolutions were passed with requisite majority through the e-voting process conducted by NSDL, with CS Jyotirmoy Mishra serving as the scrutinizer. The voting results demonstrated strong shareholder support, with over 99.98% votes in favor across all resolutions, reflecting confidence in the company's restructuring strategy and future prospects.

ARSS Infrastructure Projects Limited has announced the completion of equity share allotment on December 22, 2025, marking a significant milestone in its corporate restructuring process under the approved Resolution Plan. The allotment was conducted in accordance with the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

Resolution Plan Approval and Implementation

The National Company Law Tribunal (NCLT) approved the Resolution Plan on August 29, 2025, submitted by Ocean Capital Market Limited, which emerged as the Successful Resolution Applicant. The Corporate Insolvency Resolution Process was initially initiated on November 30, 2021, leading to this comprehensive restructuring of the company's equity structure.

To facilitate the equity share allotments required under the Resolution Plan, ARSS Infrastructure increased its authorized share capital on December 9, 2025. This increase was approved by shareholders in an extraordinary general meeting held on the same date, as the existing authorized share capital was insufficient to accommodate all the required equity share allotments.

Equity Share Allotment Details

The company has completed the allotment of equity shares to various stakeholders as specified in the approved Resolution Plan:

Corporate Restructuring Completion

The completion of this equity share allotment represents the final phase of the company's restructuring under the Resolution Plan. The allotments were conducted in compliance with the Companies Act, 2023, SEBI Regulations, and other applicable laws. The process involved multiple tranches of allotments, with the largest allocation of 7,35,00,000 equity shares going to the Alternative Investment Fund nominated by the Successful Resolution Applicant.

Regulatory Compliance

The company has fulfilled its disclosure obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All equity share allotments have been completed in accordance with the terms of the approved Resolution Plan and applicable regulatory requirements.

This completion of equity share allotment marks the successful conclusion of the Corporate Insolvency Resolution Process that began in November 2021, providing a structured path forward for ARSS Infrastructure Projects Limited under new ownership and management structure.