ARSS Infra

ARSS Infrastructure Projects Ltd Directors Report

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Sep 3, 2025|12:00:00 AM

ARSS Infrastructure Projects Ltd Share Price directors Report

To,

The Members of

ARSS Infrastructure Projects Limited

The financial year 2025-2026 marks an important milestone in the journey of the Company, as the Corporate Insolvency Resolution Process (CIRP) was successfully concluded during the year pursuant to the approved Resolution Plan under the provisions of the Insolvency and Bankruptcy Code, 2016. Consequent to the implementation of the Resolution Plan, the Company came under the new management and control of the Successful Resolution Applicant (SRA).

The new management has undertaken a renewed approach towards strengthening the operations and financial position of the Company and is committed to reviving and rebuilding the business on a sustainable basis. With the conclusion of the CIRP and induction of the new management, the Company is hopeful of achieving improved operational performance, enhancing stakeholder confidence and creating sustainable long-term value for all its stakeholders.

The Board of Directors, under the guidance of the new management, remains focused on revitalizing the Companys business operations, improving efficiency and exploring opportunities for sustainable growth in the coming years.

The New Board of Directors present the 26^th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements ("the Financial Statements") and the Auditors Report thereon for the financial year ended on 31^st March 2026.

Update on Corporate Insolvency Resolution Process (CIRP)

This is to apprise the members that vide Order dated 30^th November, 2021 passed by the Honble National Company Law Tribunal, Cuttack Bench (the "NCLT"), the Company was admitted to Corporate Insolvency Resolution Process ("CIRP") under the provisions of Section 7 of the Insolvency and Bankruptcy Code 2016 (the "Insolvency Code") with Mr. Uday Narayan Mitra (IBBI/IP A-001/IP-P00793/2017-18/11360) as the Interim Resolution Professional. Subsequently COC has approved through e-voting dated 25.02.2022 as Resolution Professional ("RP") in conformity with sub-section (2) of Section 22 of the Insolvency and Bankruptcy Code, 2016. During the CIRP Period, Ocean Capital Market Limited ("OCML") prospective corporate resolution applicants which had submitted their resolution plan to the Resolution Professional, for ARSS Infrastructure Projects Limited. The Committee of Creditors ("CoC") at its meeting held on 17^th January, 2025 approved the Resolution Plan of OCML by 96.91% voting share (the "Resolution Plan"). Subsequently, the Honble NCLT Cuttack, vide Order dated 29^th August, 2025 also approved the Resolution Plan of OCML (the "Successful Resolution Applicant"/ "SRA") under Section 31 of the Code.

In accordance with the provisions of the Code and the NCLT order, the Approved Resolution Plan is binding on the corporate debtor and its employees, members, creditors, guarantors and other stakeholders involved in the resolution plan.

As per the Approved Resolution Plan, during the period between the NCLT Approval Date (as defined in the Approved Resolution Plan) and the Closing Date (as defined in the Approved Resolution Plan) ("Interim Period") a 4-members Monitoring Committee ("MC") was formed with Mr. Uday Narayan Mitra, the erstwhile Resolution Professional as its Chairman and two representatives each from the CFM Asset Reconstruction Private Limited and Invent Assets Securitisation & Reconstruction Pvt. Ltd., Financial Creditors and one representative of SRA. The management and operations of the Company were being conducted under the supervision and control of the Monitoring Committee. the Erstwhile Resolution Professional managed the affairs of the Company as a going concern and supervised the implementation of the Resolution Plan.

On 29^th September, 2025, the Monitoring Committee inter alia, reconstituted the Companys Board of Directors with promoter of OCML, Mr. Dipti Ranjan Patnaik, as Chairman of the Company along with Mr. G. K. Dash as Managing Director and Two Other Independent Directors viz. Mr. T. K. Padmanaban and Ms. Payal Agarwal, Independent Director of the Company.

After full and final payment to the Financial Creditors of the Company, on 8^th October, 2025, the Monitoring Committee handed over the operational control of the organization to the Board and Monitoring Committee stood dissolved. The Company has since been operating under the superintendence and control of its Board of Directors.

The Reconstituted Board is submitting this Directors report in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). The Reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to its reconstitution.

1. A. Financial Highlights:

The Financial Statements for the financial year ended 31^st March 2026 forming part of this Annual Report have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The highlights of Standalone and consolidated Financial Statements are set out below and The PDF version of the Report is also available on the Companys website http://arssgroup.in/PDF/AnnualReport/Annual%20 Report%202025-26.pdf

(Rs In Crores)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operation	145.79	165.39	145.79	165.39
Profit before Depreciation, Interest, Exceptional Items and Tax	(105.71)	(6.93)	(105.78)	(6.95)
Less : Depreciation	1.12	0.98	1.12	0.98
Interest	11.64	0.45	11.64	0.45
Exceptional Items	3434.13	-	3434.13	-
Share of net profit or associates and joint ventures accounted using equity method	-	-	1.47	1.75
Profit Before Tax	(3,552.60)	(8.36)	(3,551.20)	(6.63)
Less : Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	2.37	1.13	2.37	1.13
Profit/Loss After Tax	(3,554.98)	(9.49)	(3,553.57)	(7.77)
Balance brought forward from previous year	(393.26)	(383.77)	(398.98)	(391.21)
Add :Re-measurement of defined employee benefit plans through OCI	-	-	-	-
Amount Available for Appropriation	(3948.24)	(393.26)	(3952.55)	(398.98)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(3,948.24)	(393.26)	(3,952.55)	(398.98)
Earnings per Share (In ) (Weighted) Basic (Equity Shares of face value of 10/- each)	(394.48)	(4.18)	(394.32)	(3.42)
Earnings per Share (In ) (Weighted) Diluted (Equity Shares of face value of 10/- each)	(394.48)	(4.18)	(394.32)	(3.42)

Note: Previous years figures have been regrouped/re-classified, wherever required. B. Subsidiary/ Associate & Joint Venture Company

(Rs In Crores)

Particulars	ARSS Damoh Hirapur Tolls Pvt. Ltd. (Subsidiary Company)		ARSS Developers Limited (Associate Company)
	2025-26	2024-25	2025-26	2024-25
Total Revenue		-	0.13	0.13
Profit before Depreciation, Interest and Tax	(0.06)	(0.021)	(24.12)	(0.22)
Less : Depreciation		-	0.25	0.25
Interest		-	1.13	1.03
Profit Before Tax	(0.06)	(0.021)	(25.50)	(1.50)
Less : Tax Expenses
a) Current Year	-	-	-	-
b) Earlier Year	-	-	-	-
c) Deferred Tax	-	-	(0.02)	(0.022)
Profit/Loss After Tax	(0.06)	(0.021)	(25.48)	(1.48)
Balance brought forward from previous year	(0.06)	(0.036)	(33.28)	(31.80)
Amount Available for Appropriation	(0.12)	(0.057)	(58.76)	(33.28)
Appropriations
a) Dividend	-	-	-	-
b) Tax on Dividend	-	-	-	-
c) Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(0.12)	(0.057)	(58.76)	(33.28)
Earnings per Share (In ) (Weighted) Basic (Equity Shares of face value of 10/- each)	(0.03)	(0.01)	(39.15)	(2.27)
Earnings per Share (In ) (Weighted)	(0.03)	(0.01)	(39.15)	(2.27)
Diluted (Equity Shares of face value of 10/- each)

2. Indian Accounting Standards (Ind -AS)

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of the Company for the Financial Year 2025-26 have been prepared as per Ind AS.

3. Dividend

During the year under review, No dividend has been recommended.

4. State of Companys affairs and financial performance

ARSS is a renowned name in the infrastructure sector in India. The Company is engaged in construction services of Roads, Railways, Irrigation etc.

(a) The Highlights of the Companys Performance (Standalone) for the Financial Year Ended 31^st March, 2026 are as under:

Total sales of the Company stood 145.79 cr. in compared to previous year sales of 165.39 cr. Crore in the previous year.

Operating EBITDA (before exceptional items) was negative at 105.71 crore as compared to negative EBITDA (before exceptional items) of 6.93 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at 118.47 crore as compared to negative PBT (before exceptional items) of 8.36 crore in the previous year.

The reported Loss After Tax (after exceptional item) for the year was 3,554.98 crore as compared to Loss After Tax (after exceptional item) of 9.49 crore.

The Company reported a Loss Before Tax of 3,552.60 crore during FY 2025-26 as compared to a Loss Before Tax of 8.36 crore during FY 2024-25. The substantial increase in loss was primarily attributable to identify of exceptional items arising pursuant to the implementation of the approved Resolution Plan.

(b) The Highlights of the Companys Performance (Consolidated) for the Financial Year Ended 31^st March, 2026 are as under:

Total sales of the Company stood 145.79 cr. in compared to previous year sales of 165.39 crore in the previous year.

Operating EBITDA (before exceptional items) was negative at 105.78 crore as compared to negative EBITDA (before exceptional items) of 6.95 crore in the previous year.

Operating Profit Before Tax (PBT) (before exceptional items) was negative at 118.54 crore as compared to negative PBT (before exceptional items) of 8.38 crore in the previous year.

The reported Loss After Tax (after exceptional item) for the year was 3,553.57 crore as compared to Loss After Tax (after exceptional item) of 7.77 crore.

During the Financial Year 2025-26, the Company continued the implementation of the Resolution Plan approved by the Honble NCLT, Cuttack Bench and successfully exited the Corporate Insolvency Resolution Process (CIRP). Consequent to the implementation of the Resolution Plan, the Company identified certain exceptional items, including interest payable to financial creditors of 2,237.24 Crore (as per claim submitted) and liabilities pertaining to financial creditors not recorded earlier in the books years amounting to 1,042.87 Crore.

The Companys management remains focused on stabilizing operations, strengthening its financial position, enhancing project execution capabilities and pursuing sustainable growth opportunities following the successful implementation of the Resolution Plan.

5. Exceptional items Recognized in the Financial Statements:

Exceptional Item for the year 2025-2026 was loss of 3,434.13 crore arising due to implementation of resolution plan. The details of which are as follows:

Particulars	Rs in Cr.
(a) Extinguishment of Operational Creditors (including the Central Government, State Government or local authority) as per the terms of Approved Resolution Plan	(50.39)
(b) Interest expense payable to Financial Creditors as per claim submitted to erstwhile Resolution Professional	2237.24
(c) Liability relating to Financial Creditors not recorded earlier in the books	1042.86
Total (A)	3229.71
d) Provision for Arbitration claim written off	912.73
(e) Arbitration claim raised during the year	(708.31)
Total (B)	204.41
Net Loss (A+B)	3434.13

6. Turnaround in Net Worth

The Company achieved a significant turnaround in its financial position during the year. Net worth as at 31^st March, 2026 stood at a positive 959.68 crore, as against a negative net worth of (163.79) crore as at 31^st March, 2025. The improvement of 1123.47 crore reflects the impact of capital restructuring and debt resolution as per the approved resolution plan, resulting in the restoration of the Companys net worth to a positive level.

7. Material Developments

Pursuant to the Approved Resolution Plan, the following key changes have taken place:

(i) Reduction of Paid-up Share Capital of the Company: The existing Paid-Up Equity Capital of the Company stood reduced by extinguishment of the erstwhile promoters shares of 10,61,94,680 divided in to 1,06,19,468 equity shares of 10/- each to zero.

(ii) The existing Public shareholding of 12,11,84,980 divided into 1,21,18,498 equity shares of 10/- has been continued on an as-is-where-is basis.

(iii) Reclassification and increase in Authorized Share Capital of the Company:

The Authorized Share Capital of the Company has been reclassified and increased from 55,00,00,000 (Rupees Fifty-Five Crore only), comprising 4,00,00,000 Equity Shares of 10 each aggregating to 40,00,00,000 and

1,50,00,000 Preference Shares of 10 each aggregating to 15,00,00,000 to 110,00,00,000 (Rupees One Hundred Ten Crore only), comprising 11,00,00,000 Equity Shares of 10 each.

(iv) Allotment of Fresh Equity Shares to the SRA upon upfront payment of Resolution Amount:

The Company allotted 30,00,000 equity shares at 10/- per share on preferential basis for cash to OCML in accordance with the Approved Resolution Plan.

There has been no variation in the use of funds so raised.

(v) Payment of dues to eligible Financial Creditors: Upfront payment towards settlement of the debts of eligible financial creditors as also payment towards assignment of the debt has been made.

(vi) Assignment of the Outstanding Debts by Financial Creditors to SRA and their Nominee:

The financial creditor was settled through a payment of 207.69 crore. Pursuant to the settlement, the financial creditor assigned its outstanding debt to the Resolution Applicant in full satisfaction of the said liability.

(vii) Conversion of unsustainable debts into Equity share capital of the Company:

In terms of the Approved Resolution Plan, OCML have converted such portion of their assigned unsustainable debt of 4,675.45 crore into equity and pursuant to conversion of such debt, the company has allotted

15,00,000 equity shares to the assenting financial creditors and 7,35,00,000 equity shares to the Roger Bravo Secured Fund (Nominee of SRA). The price at which the conversion of unsustainable debt into equity has been undertaken in accordance with the Approved Resolution Plan.

(viii) Re-classification of Resolution Applicant as new Promoter of the Company:

Pursuant to the implementation of the resolution plan, OCML and Roger Bravo Secured Development Fund (Nominated by OCML) have taken majority shares of the Company. OCML has been classified as the Promoter of the Company. Roger as the Persons Acting in Concert (PAC) with OCML.

There is however no provision for PAC in the prescribed format of shareholding pattern and hence they have been shown as part of the Promoter group in the shareholding pattern filed by the Company with the Stock Exchanges.

(ix) Extinguishment of Equity Shares held by erstwhile Promoters of the Company:

The outgoing Promoter and Promoters Group shareholding of 1,06,19,468 equity shares have been cancelled and extinguished without any payout to the outgoing Promoter and Promoters Group as set out under the Approved Resolution Plan. All the activities, as per the Approved Resolution Plan have been implemented during the year. However procedural matter of Listing and Corporate action of the equity shares are under process and pending at the regulatory level.

8. Details of Subsidiary, Joint Venture or Associates

A. Details of Subsidiary and Associate Companies

The Company has 1 Subsidiary, 1 Associate and 15 Joint Ventures as on March 31,2026. There has been no material change in the nature of the business of the subsidiaries. During the year under review no companies have become or ceased to be companys subsidiary, or associate companies or Joint Ventures (JVs). A report on the companys subsidiary, joint ventures or associate companies as per companies Act, 2013 is provided hereunder:

Sl. No	Name of the company	Address of the company	CIN/GLN/PAN	Holding/ Subsidiary/ Associate/ Jv	% of shares held/ share in JV	Applicable section
1	ARSS Damoh- Hirapur Tolls Private limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	U45201OR2011PTC013524	Subsidiary Company	99.82 %	2 (87)
2	ARSS Developers Limited	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	U45209OR2007PLC009201	Associate Company	38.41 %	2 (6)

B. Joint Venture (AOP)

Sl. No	Name of the company	Address of the company	CIN/GLN/ PAN	Holding/ Subsidiary/ Associate/JV	% of shares held/share in JV
1	ARSS-ATLANTA (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAQFA8726P	Joint Venture	51.00%
2	HCIL-ADHIKARYA- ARSS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAEFH3757R	Joint Venture	30.00%
3	ARSS - SIPS (JV)	129, Transport Centre, Rohtak Road, Punjabi Bagh, New Delhi - 110 035	AAEAA3620K	Joint Venture	51.00%
4	ARSS - SCPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAEAA3621J	Joint Venture	51.00%
5	ARSS - BMS (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAEAA4835G	Joint Venture	51.00%
6	ARSS-TECHNOCOM- PRIYASHI ASHI (JV)	Kamrup Chamber road, Fancy Bazar,Guwahati-781001 - Assam	AAHAA8492L	Joint Venture	51.00%
7	ARSS-SNKI (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAEAA8546Q	Joint Venture	51.00%
8	ARSS-THAKUR (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAJAA0912F	Joint Venture	80.00%
9	ARSS - ROYAL (JV)	Plot No. 38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar, Odisha, 751010	AAJAA1996R	Joint Venture	75.00%
10	ARSS-BDPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAJAA6181C	Joint Venture	51.00%
11	ARSS - NTLLP (JV)	Short- Cut, P.O.- Nirjuli, Dist- Papumpare, Pin-791109, Arunachal Pradesh.	AAJAA9902B	Joint Venture	51.00%
12	SCPL - ARSS (JV)	OU-522, 5^th Floor, Esplanade Commercial Development, Unit No. 32, 721, Rasulgarh, Bhubaneswar - 751010	ABLAS3263J	Joint Venture	20.00%
13	ARSS - KKMPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAHAA8368B	Joint Venture	49.00%
14	ATLANTA-ARSS (JV)	504, Samarpan, New Link Road, Chakala, Near Mirador Hotel, Andheri East, Mumbai - 400 099	AABAA0048E	Joint Venture	49.00%
15	ARSS-LGPPL (JV)	Plot No-38, Sector-A, Zone-D, Mancheswar Industrial Estate, Bhubaneswar - 751010	AAGAA3633G	Joint Venture	51.00%

During the financial year 2025-26, ARSS Damohhirapur Tolls Private Limited was material subsidiary pursuant to Regulation 16 of SEBI Listing regulation.

The name of the Joint Venture which have become JV during the year: NIL

The name of the Joint Venture which has been ceased to be JV during the year under review: NIL

9. Consolidated Financial Statements

Consolidated financial statements (consolidating financials of ARSS Damoh - Hirapur Tolls Private Limited being its subsidiary company and of ARSS Developers Limited being its associate company) in terms of Section 129 (3) of the Companies Act, 2013 read with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI Listing Regulations") and as per requirements of Ind AS 110 - consolidated financial statements read with Ind AS 28 - Investment in associates and Joint ventures and Ind AS 31 - interest in Joint ventures, the Audited Consolidated Financial Statements are provided in this Annual Report. The consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiary.

Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of each of the subsidiary and associate company in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to the Section 136 of the Companies Act, 2013 financial statements of subsidiary/ associate companies are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.arssgroup.in under the Investors Relations Section. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Companys registered office or email at cs@arssgroup.in

10. Transfer to Reserve

The Directors do not propose to transfer any sum to any reserve pertaining to FY 2025-26.

11. Operations- Work Orders

We are pleased to inform that, during the year under review, subsequent to the Companys successful exit from the Corporate Insolvency Resolution Process (CIRP), the Company secured the following sub-contract work orders, demonstrating renewed business momentum and strengthening its order book position:

a) At Koraput: Improvement such as widening and strengthening of Semiliguda-Mathalput-Kakirigumma Road (Damanjodi-Kakirigumma) from Km 12/500 to Km 31/160 in the District of Koraput under State Plan. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of Rs.

19,34,00,319/- (Rupees Nineteen Crore Thirty-Four Lakh Three Hundred Nineteen Only) vide Order dated

23.10.2025.

b) At Kandhamal: Improvement such as widening and strengthening of K. Nuagaon PWD Road to Bhrungijodi via Sainpada and Daungia from Km 0/000 to Km 13/700 in the District of Kandhamal under State Plan. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of Rs. 19,49,98,861/- (Rupees Nineteen Crore Forty-Nine Lakh Ninety-Eight Thousand Eight Hundred Sixty-One Only) vide Order dated 23.10.2025.

c) At Boudh: Improvement such as widening and strengthening of Harbhanga via Kusangam-Block Boundary near Banigochha joining NH-57 (Harbhanga-Kusanga-Mahalikpada-Jabar-Talagaon-Gandapaju Road to NH-57 at Banigochha) from Km 0/000 to Km 24/160 in the District of Boudh under State Plan. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of 39,55,57,204/- (Rupees Thirty-Nine Crore Fifty-Five Lakh Fifty-Seven Thousand Two Hundred Four Only) vide Order dated 23.10.2025.

d) At Boudh: Improvement such as widening and strengthening of Telibandha-Barapuduga Road (ODR) from Km 0/000 to Km 4/350 and Km 4/850 to Km 17/128 in the District of Boudh under State Plan. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of 25,38,25,541/- (Rupees

Twenty-Five Crore Thirty-Eight Lakh Twenty-Five Thousand Five Hundred Forty-One Only) vide Order dated 23.10.2025.

e) At Boudh: Improvement of Dholpur-Harbhanga Road from Km 0/000 to Km 2/750 in the District of Boudh under State Plan. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of 27,73,08,350/- (Rupees Twenty-Seven Crore Seventy-Three Lakh Eight Thousand Three Hundred Fifty Only) vide Order dated 23.10.2025.

f) At Daspalla: Construction of Bypass Road to Daspalla Town from Km 195/250 to Km 200/635 of NH-57 in the State of Odisha on EPC Mode. Regarding acceptance and execution of a Sub-Contract Work Order having a contract value of 33,00,55,312/- (Rupees Thirty-Three Crore Fifty-Five Thousand Three Hundred Twelve Only) vide Order dated 23.10.2025.

g) At Khategaon-Budni: Construction of Major Bridges and Road Under Bridges for Electrical New BG Railway Line (Package-III) between Khategaon and Budni Stations in Bhopal Division of West Central Railway. Regarding acceptance and execution of Sub-Contract Work Order valued at 122,63,13,600/- on back-to- back basis including GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

h) At Barabanki-Malhaur: Provision of 3^rd and 4^th Line including Electrification and Signalling Works between Barabanki and Malhaur Stations on Lucknow Division of Northern Railway. Regarding acceptance and execution of Sub-Contract Work Order valued at 16,53,66,813/- on back-to-back basis including GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

i) At Barabanki-Malhaur: Provision of 3^rd and 4^th Line including Electrification and Signalling Works between Barabanki and Malhaur Stations on Lucknow Division of Northern Railway. Regarding acceptance and execution of Sub-Contract Work Order valued at 18,21,02,623/- on back-to-back basis including GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

j) At Barabanki-Malhaur: Provision of 3^rd and 4^th Line including Electrification and Signalling Works between Barabanki and Malhaur Stations on Lucknow Division of Northern Railway. Regarding acceptance and execution of Sub-Contract Work Order valued at 32,82,72,408/- on back-to-back basis including GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

k) At Jajpur: Improvement, widening and strengthening of Sarasada-Salaba via Bandolo to Barundei Makundapur Road and PK. Mahavidyalaya-Barundei to Tarakote-Purbakote Road under State Plan. Regarding acceptance and execution of Sub-Contract Work Order valued at 37,36,62,764/- on back-to-back basis excluding GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

l) At Kalipahari-Pradhankhuta: Execution of earthwork, blanketing, bridges, RUBs, ROBs, PWay works and allied works in connection with construction of Multi-Tracking Railway BG Line. Regarding acceptance and execution of Sub-Contract Work Order valued at 202,34,39,621/- on back-to-back basis including GST and 5% commission towards technical charges payable to the main contractor, vide Order dated 24.10.2025.

m) At Dasapalla-Purunakatak: Design, Supply, Erection, Testing and Commissioning of 25 KV OHE in the New Railway Line between Dasapalla (Excl.) and Purunakatak (Excl.) of East Coast Railway. Regarding acceptance and execution of a Sub-Contract Work Order valued at 37,79,07,209/- (Rupees Thirty-Seven Crore Seventy- Nine Lakh Seven Thousand Two Hundred Nine Only) on back-to-back basis including GST and with 5% commission towards technical charges payable to the main contractor.

n) At Mandasa Road-Summadevi: Construction of ROB comprising 1x24m Composite Girder + 1x36m Composite Girder + 1x24m Composite Girder (Railway Portion) and 1x24m RCC T-Beam Girder + 10x24m RCC T-Beam Girder + 4x10m RCC Slab in lieu of LC No. 359 at UP Km. 664/11-13 and DN Km. 664/12-14 between Mandasa Road and Summadevi (MMS-SUDV) on KUR-PSA Main Line under Khurda Road Division. Regarding acceptance and execution of a Sub-Contract Work Order valued at 80,20,32,192/- (Rupees Eighty Crore Twenty Lakh Thirty-Two Thousand One Hundred Ninety-Two Only) on back-to-back basis including GST and with 5% commission towards technical charges payable to the main contractor.

12. Performance and financial position of each of the subsidiary and associate companies are included in the consolidated financial statement.

13. CREDIT Rating

The Company is taken over by the Successful Resolution Applicant (SRA) during the year and is currently implementing the approved Resolution Plan. The Company has approached certain credit rating agencies for obtaining a credit rating, which is presently under consideration. The outcome thereof shall be communicated to the Members through the Stock Exchange dissemination system in due course.

14. Contingent Liabilities and Major Litigations

Details of contingent liabilities and major litigations covered under the applicable provisions of the Companies Act, 2013 are given in the Notes to the Financial Statements.

15. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2025-26 to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Companys Shares are listed. However pursuant to the approved resolution plan, the trading of the Companys Share is suspended on 4^thSeptember, 2025. Further the company has filed an application for recommencement of trading and approval for listing of new equity share allotted pursuant to the approved resolution plan with NSE and BSE. Such applications are pending for necessary approvals.

16. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations capturing your Companys performance, industry trends and other material changes with respect to your Company is annexed to this Annual Report.

17. Corporate Governance and Shareholders Information

The Company is committed to maintaining high standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company continues to lay a strong emphasis on transparency, accountability and integrity and has also implemented several corporate governance practices in this regard. A separate report on Corporate Governance in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) is provided in this Annual Report. The requisite certificate obtained from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance stating that the members of the Board of Directors and Senior Management personnel have affirmed compliance with the respective codes of conduct of the Board of Directors and Senior Management is attached to the report on Corporate Governance. A report on Corporate Governance is included as a part of this Annual Report.

18. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2026 is hosted on the Companys website i.e. http://arssqroup.in/PDF/AnnualReturn/2026/ARSS_ANNUAL_RETURN_2026.pdf

19. MSME

The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited.

20. KYC registration for holders of physical shares

All shareholders of the Company holding shares in physical form are requested to update their PAN, Address, Email ID, Bank account details (KYC details) and Nomination details with the Companys Registrar and Share Transfer Agent (RTA) at the earliest, in case the same are not updated. The relevant forms for updating the KYC information and Nomination details are provided on the website of the Company at http://arssgroup.in/ Notices_n_Forms.html

21. Number of Board Meetings

As per the approved Resolution Plan, a Monitoring Committee was constituted to oversee the implementation of the Resolution Plan. The Monitoring Committee comprised of Mr. Uday Narayan Mitra, the erstwhile Resolution Professional as its Chairman and two representatives each from the CFM Asset Reconstruction Private Limited and Invent Assets Securitisation & Reconstruction Pvt. Ltd., Financial Creditors and one representative of SRA.

The Monitoring Committee met four (4) times during its tenure on 05.09.2025, 15.09.2025, 29.09.2025 and 08.10.2025.

Pursuant to the approved Resolution Plan, the Monitoring Committee reconstituted the Board of Directors of the Company on 29.09.2025.

Consequently, during the Financial Year 2025-26, four (4) Board Meetings were held after the reconstitution of the Board. The meetings were convened on 13.10.2025, 10.11.2025, 22.12.2025 and 10.02.2026.

The gap between any two consecutive Board Meetings, after its constitution, did not exceed the period prescribed under the provisions of the Companies Act, 2013 and the applicable Secretarial Standards.

Prior to the approval of the Resolution Plan, Resolution Professional approving the annual/quarterly financial results of the Company.

22. Committees of the Board of Directors

During the financial year under review, pursuant to the reconstitution of the Board of Directors by the Monitoring Committee on 29 September 2025, the Board initiated the constitution of various Committees of the Board in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The necessary resolutions were circulated to all Directors on 31 October 2025 for their consideration and approval and were duly approved by the requisite majority of the Directors through circulation.

- Audit Committee

- Stakeholder Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

During the Financial Year 2025-26, the provisions relating to the constitution of a Risk Management Committee under Regulation 21(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company in terms of Regulation 21(5) of the SEBI Listing Regulations. However, the Board, after due deliberations with the Audit Committee, continued to review, assess and monitor the various risks associated with the business and operations of the Company.

The Board has laid down an appropriate framework defining the roles, responsibilities, powers and functions of its Committees in accordance with the applicable provisions of the Companies Act, 2013, Secretarial Standards and the SEBI Listing Regulations. The Committees function within the scope of their respective terms of reference as approved by the Board from time to time.

A detailed note on the composition of the Board and its Committees, including their terms of reference and other relevant details, forms part of the Corporate Governance Report and is annexed to this Annual Report.

All decisions pertaining to the constitution of Committees, appointment of members and determination of their terms of reference are taken by the Board of Directors.

a. Audit Committee

The company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Corporate Governance Report forming part of this Annual Report. Members are requested to refer to point No. 6 of Corporate Governance Report attached with this annual report.

b. Nomination and Remuneration Committee

The company has in place Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Corporate Governance Report forming part of this Annual Report. Members are requested to refer to point No. 7 of Corporate Governance Report attached with this annual report.

c. Corporate Social Responsibility Committee (CSR):

The company has in place Corporate Social Responsibility Committee (CSR) in terms of the requirements of section 135 and Schedule VII of the Companies Act, 2013. The details relating to the same are given in the Corporate Governance Report forming part of this Annual Report. Members are requested to refer to point No. 8 of Corporate Governance Report attached with this annual report.

d. Stakeholder Relationship Committee

The company has in place Shareholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Corporate Governance Report forming part of this Annual Report. Members are requested to refer to point No. 9 of Corporate Governance Report attached with this annual report.

23. Dematerialization of shares

The Companys Registrar and Share Transfer Agent (RTA) is Bigshare Services Private Limited, Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai 400093, Maharashtra, India.

The Companys shares are compulsorily traded in dematerialized form on NSE and BSE. However, pursuant to the Approved Resolution Plan, the Trading of Shares of the Company has been suspended on 4^th September, 2025 from NSE and BSE. Further the company has filed an application for recommencement of trading and approval for listing of new equity share allotted pursuant to the approved resolution plan with NSE and BSE. such applications are pending for necessary approvals.

The Honble NCLT, Cuttack Bench vide its order dated 29-08-2025 approved the Resolution Plan in relation to the CIRP of the Company. Pursuant to the Approved Resolution Plan, the erstwhile promoters equity shares (1,06,19,468 equity shares) have been reduced to zero and the Company has allotted 7,80,00,000 new equity shares in demat forms only. However, the Corporate Action for reduction of erstwhile promoters shares and allotment of new equity shares pursuant to the implementation of the Resolution Plan, has been initiated by the Company and is pending at NSDL / CDSL level. Further, the Company has filed the requisite application for reduction of erstwhile promoter shares and allotment of new equity (as mentioned above) with BSE and NSE.

24. E-voting facility at AGM

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 26^th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

25. Public deposits, covered under Chapter V of the Act

Your Company has not invited any deposit from public and shareholders. So, the provisions of the Chapter V of the Companies Act, 2013 are not attracted.

26. Auditors: Statutory Auditors

M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), were appointed as the Statutory Auditors of the Company on 10 March 2026 to fill the casual vacancy caused due to the merger of M/s M A R S & Associates, Chartered Accountants (Firm Registration No. 010484N), the erstwhile Statutory Auditors of the Company, with M/s A D V AND CO LLP Pursuant to the said merger, M/s. M A R S & Associates ceased to exist as a separate entity and all its engagements and responsibilities stood transferred to M/s A D V AND CO LLP.

The Members of the Company approved the appointment of M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), New Delhi, to fill the aforesaid casual vacancy and hold office until the conclusion of the ensuing Annual General Meeting and to conduct the statutory audit of the Companys accounts for the financial year ended 31 March 2026.

The Company has received the necessary consent and eligibility certificate from M/s A D V AND CO LLP pursuant to Sections 139 and 141 of the Companies Act, 2013, confirming that their appointment, if made, shall be in accordance with the provisions of the Act and that they satisfy the criteria prescribed under the Companies Act, 2013.

The Auditors have further confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI.

Based on the recommendation of the Audit Committee and the Board of Directors, and subject to the approval of the Members of the Company, it is proposed to appoint M/s A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), as the Statutory Auditors of the Company for a term of two consecutive years, commencing from the conclusion of this Annual General Meeting and continuing until the conclusion of the 28^th Annual General Meeting of the Company, at a remuneration of 12,00,000/- (Rupees Twelve Lakh Only),

plus applicable taxes and reimbursement of out-of-pocket expenses, travelling expenses and other expenses incurred in connection with the audit. The remuneration payable to the Statutory Auditors may be revised during their tenure of appointment, if required, as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, in addition to applicable taxes and reimbursement of out-of-pocket expenses, travelling expenses and other expenses incurred in connection with the audit.

Cost Auditors:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year. The Cost Audit for the financial year 2025-26 has been completed and report has been submitted by the cost auditor.

M/s. I C Kundu & Co, Cost Accountants, FRN 100778 were appointed as Cost Auditor to audit the cost records of the Company for the financial year 2025-2026.

The Cost Auditors have submitted a certificate of their eligibility for such appointment and confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification.

Accordingly, a Resolution seeking Members ratification for the remuneration payable for 2026-27 to M/s I C Kundu & Co, as Cost Auditor, Bhubaneswar (Firm Registration Number 100778), is included in the Notice convening the Annual General Meeting.

Cost Records:

Company has maintained proper cost records and books of account pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companys products/services.

Secretarial Auditors:

At the 25^th Annual General Meeting held on September 24, 2025, the Members approved the appointment of M/s Sunita Jyotirmoy & Associates, Practising Company Secretaries, having Peer Review Certificate No. 1021/2020 and Unique Identification Number (UIN) P2003OR014400, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from April 01,2025 and ending on March 31,2030, pursuant to Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, they shall conduct the secretarial audit of the Company for the financial years 2025-26 to 2029-30.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2025-2026 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by CS Jyotirmoy Mishra Partner of M/s. Sunita Jyotirmoy & Associates has been submitted to the Stock Exchanges.

Internal Auditors:

M/s PR & Associates, Cost Accountants, Bhubaneswar, acted as the Internal Auditors of the Company for the Financial Year 2025-26 and conducted internal audits on a periodic basis. The Internal Auditors submitted their reports to the Audit Committee and the Board of Directors for review and consideration.

For the Financial Year 2026-27, M/s PR & Associates, Cost Accountants, Bhubaneswar, have been re-appointed as the Internal Auditors of the Company based on the recommendation of the Audit Committee and approval of the Board of Directors, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

27. Report of Auditors

Statutory Auditors

Our reply to the qualifications of Auditors: -

Basis for Qualified Opinion on Standalone Financial Statements

a) Non-compliance with IND AS 115 - Revenue from Contracts with Customers, in the absence of relevant contract-wise records and underlying project documentation, contract-wise surplus/deficit on construction contracts has neither been ascertained nor recognised in compliance with Ind AS 115 Revenue from Contracts with Customers.

Company Reply: The new management of the company has started the implementation of the resolution plan taking necessary steps to comply with IND AS-115, for the said purpose the Board of Directors appoint necessary manpower. In absence of the certain material information as the contract were related to the period of erstwhile management, the compliance of IND AS-115 could not be done.

During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

b) During the year, the Company has recognised certain arbitration claims as income in the Statement of Profit and Loss and as Claims Receivable under Other Financial Assets in the Balance Sheet. These claims are subject to arbitration proceedings whose outcome is uncertain and the receivability of the same is not established. In our opinion, such recognition is not in accordance with applicable Indian Accounting Standards for the following reasons:

a. Under Ind AS 115, variable consideration including amounts subject to arbitration can be included in transaction price only when it is highly probable that a significant reversal of cumulative revenue recognised will not occur. The recognition of arbitration claims whose outcome is uncertain does not meet this threshold.

b. Under Ind AS 109, recognition of a financial asset requires an unconditional contractual right to receive cash. Most of the arbitration claims that are yet to be adjudicated and where the counterpartys liability is neither admitted nor determined by a competent authority do not qualify for recognition as financial assets.

c. Under Ind AS 37, such claims constitute contingent assets which are not to be recognised in financial statements until the inflow of economic benefits is virtually certain. Recognition of contingent assets is expressly prohibited under Ind AS 37 as it may result in recognition of income that may never be realised.

Consequently, in our opinion, the recognition of these arbitration claims to the tune of 70,831.96 Lakhs has resulted in overstatement of exceptional items in Profit and Loss, other financial assets and net worth of the Company as at 31^st March, 2026. Had these claims been appropriately disclosed as contingent assets in accordance with Ind AS 37 instead of being recognised, the exceptional items, other financial assets and net worth of the Company would each have been lower to that extent.

Company Reply:

The new management has reviewed the Companys books of accounts for the period preceding the resolution plans approval, alongside the ongoing arbitration proceedings. In alignment with the matching concept, revenue recognition for contract work performed earlier is crucial, as the corresponding expenses were already accounted for in prior periods, ensuring a true and fair view of the Companys financial performance.

Furthermore, the Company has received favorable order in a significant portion of these arbitration proceedings. These orders unequivocally affirms the Companys right to receive the awarded claim amounts. Based on comprehensive advice from legal consultants, who have evaluated the strength of this order and the financial capacity of the counterparty, management is virtually certain that the full amount of these claims will be recovered. Our legal advisors have provided a high probability assessment of successful collection, significantly surpassing the ‘probable threshold, thereby justifying immediate recognition in accordance with the principles of accrual accounting rather than contingent disclosure.

c) The Company has classified a loan received from Ocean Capital Market Limited (Successful Resolution Applicant), a related party as at reporting date, as a "Secured Borrowing" in the Balance Sheet as at 31^st March 2026 and has accrued interest thereon at 9% per annum. We report the following concerns:

a. No security creation documents have been executed as at the balance sheet date and no charge has been registered with the Registrar of Companies.

b. The approved Resolution Plan sanctioned by the Honble NCLT does not contemplate payment of interest on this loan. Accrual of interest at 9% per annum, although supported by loan sanction letter, creates a financial obligation beyond the scope of the approved Resolution Plan.

c. The requisite approvals for this related party transaction, including prior Audit Committee approval under Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015, and Board /shareholder approval under Section 188 of the Companies Act, 2013, have not been demonstrated to us.

The above matters have resulted in incorrect classification of borrowings and incorrect recognition of interest expense to the tune of 1,122.76 Lakhs.

Company Reply:

The amount received by the Monitoring Committee was pursuant to the Resolution Plan, as approved by the Honble NCLT vide its order dated 29 August 2025, and was duly recorded in the books of accounts.

Pursuant to the Resolution Plan, the entire security interest shall vest with the Successful Resolution Applicant (SRA), Ocean Capital Market Limited. However, the implementation of the Resolution Plan is under process. The matter was discussed in the Audit Committee Meeting as well as the Board Meeting. Consequently, the charge will be filed at the earliest.

With regard to the levy of interest, it is noted that while the NCLT order does not explicitly mention interest, the same is clearly stipulated in the sanction letter received from Ocean Capital Market Limited. The absence of a specific reference to interest in the NCLT order does not constitute a violation, nor does it imply that interest is not chargeable. Silence on the matter in the NCLT order cannot be construed as a waiver of interest, considering the terms of the sanction letter and the applicable provisions of the Companies Act, 2013. Accordingly, management has charged interest in accordance with the sanction letter issued by Ocean Capital Market Limited.

At the time of the related party transaction, i.e., the receipt of the loan pursuant to the Resolution Plan, there was neither a Board of Directors nor an Audit Committee in place, as the Company was under the control of the Resolution Professional, who was acting as the Chairman of the Monitoring Committee along with two members representative of the financial creditors. Subsequently, before the finalization of the financial statements for FY 2025-26, the Audit Committee and the Board of Directors duly considered and approved the aforesaid transaction.

Basis for Qualified Opinion on Consolidated Financial Statements

a) Non-compliance with IND AS 115 - Revenue from Contracts with Customers, in the absence of relevant contract-wise records and underlying project documentation, contract-wise surplus/deficit on construction contracts has neither been ascertained nor recognised in compliance with Ind AS 115 Revenue from Contracts with Customers.

During the work execution period there is escalation claim, revision of contact value, extension of completion period, etc due to which unpredictable variation in reliable estimation of revenue and cost. Also the allocation of combine Operating overhead, Head office overhead and Financial Cost is not possible due to combine use or high swapping of resources, size of the Contracts. Hence financial implication of the qualification is not quantifiable.

Consequently, in our opinion, the recognition of these arbitration claims to the tune of 70,831.96 Lakhs has resulted in overstatement of exceptional items in Profit and Loss, other financial assets and net worth of the Company as at 31^st March 2026. Had these claims been appropriately disclosed as contingent assets in accordance with Ind AS 37 instead of being recognised, the exceptional items, other financial assets and net worth of the Company would each have been lower to that extent.

Company Reply:

a. No security creation documents have been executed as at the balance sheet date and no charge has been registered with the Registrar of Companies.

c. The requisite approvals for this related party transaction, including prior Audit Committee approval under Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015, and Board/shareholder approval under Section 188 of the Companies Act, 2013, have not been demonstrated to us.

The above matters have resulted in incorrect classification of borrowings and incorrect recognition of interest expense to the tune of 1,122.76 Lakhs.

Company Reply:

28. Directors and Key Managerial Personnel

Pursuant to commencement of the CIR Process, the powers of the Board of Directors of the Company were suspended and were exercised by the Resolution Professional / the Monitoring Committee, in accordance with the provisions of the Code / Approved Resolution Plan.

Pursuant to the Resolution Plan approved by the Honble National Company Law Tribunal, Cuttack Bench, under Section 31(1) of the Insolvency and Bankruptcy Code, 2016 vide Order dated August 29, 2025, the Monitoring Committee at its meeting held on September 29, 2025 approved the following appointments to the Board of Directors of the Company:

• Mr. Dipti Ranjan Patnaik (DIN: 00600887) was appointed as an Executive Director and designated as Chairman of the Company.

• Mr. Gopal Krishna Dash (DIN: 10776309) was appointed as the Managing Director of the Company. And he holds office up to September 28, 2028.

• Mr. T. K. Padmanaban (DIN: 11292264) was appointed as a Non-Executive Independent Director of the Company and he holds office up to 28 September 2030.

• Mrs. Payal Agarwal (DIN: 01617065) was appointed as a Non-Executive Independent Woman Director of the Company and she holds office up to 28 September 2030.

The reconstitution of the Companys Board on 29^th September, 2025 also marked the vacation of office of the erstwhile Directors of the Company, namely, Mr. Subash Agarwal (DIN: 00218066 ), Mr. Rajesh Agarwal (DIN: 00217823), and Mr. Pareswar Panda (DIN: 07902468), in terms of the Resolution Plan read with Honble NCLT Order dated 29^th August, 2025.

The vacation of erstwhile director were noted before the Monitoring Committee through the Resolution Professional.

Further, the Board of Directors appointed Mr. Manoranjan Panigrahy (DIN: 11360139) as an Additional Director in the category of Non-Executive Independent Director with effect from October 31,2025, by way of a resolution passed through circulation pursuant to the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company.

Subsequently, the Members of the Company at the Extra-Ordinary General Meeting held on 09-12-2025, approved the appointment of Mr. Manoranjan Panigrahy (DIN: 11360139) as a Non-Executive Independent Director of the Company and he holds office up to 29^th October, 2030.

The Board welcomes the Directors appointed during the year and places on record its appreciation for their guidance and contribution towards the affairs of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dipti Ranjan Patnaik (DIN: 00600887), Chairman & Executive Director, who was appointed pursuant to the approval of the Monitoring Committee at its meeting held on September 29, 2025, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

A detailed profile of Mr. Dipti Ranjan Patnaik along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

Members may note that Mr. Gopal Krishna Dash, Managing Director, resigned from the office of Managing Director of the Company with effect from 11 August 2026. The Board of Directors placed on record its sincere appreciation for the valuable guidance and contributions made by Mr. Dash during his tenure with the Company.

Consequent to the above resignation, the Board of Directors, with a view to providing effective leadership and strategic direction to the Company, changed the designation of Mr. Dipti Ranjan Patnaik as the Chairman and Managing Director of the Company, subject to the approval of the Members.

The Board recommends the appointment of Mr. Dipti Ranjan Patnaik as Chairman and Managing Director of the Company for consideration and approval by the Members.

29. Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Rules made thereunder, the following were the Key Managerial Personnel of the Company during the financial year under review:

a) Mr. Gopal Krishna Dash, Managing Director*

b) Mr. S. K. Pattanaik, Chief Financial Officer

c) Mr. Prakash Chhajer, Company Secretary & Compliance Officer*

Mr. Prakash Chhajer ceased to be the Company Secretary & Compliance Officer of the Company with effect from 27 April 2026. Subsequently, Mr. Rajendra Biswal appointed as the Company Secretary & Compliance Officer of the Company with effect from 23 July 2026.

*Mr. Gopal Krishna Dash ceased to be Managing Director w.e.f. 11^th August 2026.

*Mr. Dipti Ranjan Patnaik was appointed as KMP of w.e.f. 14^th August 2026.

30. Declaration given by independent directors under sub-section (6) of section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

31. Remuneration received by Managing / Whole- time Director from holding or subsidiary company

Mr. Dipti Ranjan Patnaik (DIN: 00600887) Chairman and Executive Director and Mr. Gopal Krishna Dash (DIN: 10776309) Managing Director Company does not receive any profit related commission from the Company or any of the subsidiaries of the Company as prescribed under Section 197(14) of the Act. No other remuneration is received by him from the subsidiary company (ies). Details of executive compensation are contained in this annual report.

32. Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards with respect to meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

33. Directors Responsibility Statement

Pursuant to the section 134 sub-section (3) clause (c) Directors confirm and state that -

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls and such internal financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Code of Conduct

The Code of Conduct (hereinafter referred to as ‘Code) is applicable to all its Board Members and Senior Management Personnel of the Company. A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Resolution professional of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2025-26, duly signed by Managing Director of the Company is herein below enclosed with Corporate Governance Report. The Code has also been posted on the Companys Web-site.

35. Particulars of Employees (Rule 5(2), and 5(3)) and Managerial Remuneration (Rule 5(1)) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and under Section 197(12) of the act

The total number of employees as on 31^st March, 2026 stood at 571.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as follows:

(i) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary during the financial year 2025-26 and ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2025-26 are as under:

Sr. No.	Name of the Director/ KMP and designation	Remuneration of Director/ KMP for the FY 2025-26 ( in Lakhs)	% increase in remuneration in the FY 2025-26	Ratio of remuneration of each Director/ to median remuneration of employees
1	Mr. Dipti Ranjan Patnaik, Chairman and Director	*300.00	NA"	NA"
2	Mr. Gopal Krishna Dash, Managing Director	*12.00	NA"	NA"
3	Mr. S. K. Pattanaik, Chief Financial Officer	48.00	60.00%	Not Applicable
4	Mr. Prakash Chhajer, Company Secretary & Compliance Officer	22.50	36.36%	Not Applicable

*Above remuneration based on date of joining w.e.f. 29.09.2025

"The above Directors were appointed during the FY 2025-26, hence percentage increment in remuneration not applicable.

(ii) The median remuneration of employees of the company during the financial year was 1,82,400;

(iii) In the Financial year, there was no change in the median remuneration of employees;

(iv) There were 571 permanent employees on the rolls of Company as on March 31,2026;

(v) During the financial year 2025-26, the average percentage increase in salary of the Companys employee, excluding the Key Managerial Personnel (‘KMP) was 24.13% whereas there was an increment of 51.61% in the salary of KMPs during the year under review; and

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employee.

THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

SL. NO	Name	Age In Years	Qualification	Date of Comencement of Employment	Designation	Remuneration (Amount in Lacs)	Total Experience (No. of yrs.)	Previous Employment (Designation)	Percentage of equity share held by employee in company
1	Dipti Ranjan Patnaik	76	Graduate In Chemical Engineering	29.09.2025	Executive Director & Chairman	*300.00	45	-
2	Mr. S .K. Pattanaik	54	M.Com, LLB, PGDM	01.04.2015	CFO	48.00	23	ARSS I.PL. DF	0.00005
3	Mr. Rashmi Ranjan Singh	52	CA	01.08.2007	AVP-Finance & Accounts	30.00	20	ARSS I.PL. - Financial Advisor	-
4	Mr. Surendra Kumar Khare	59	B.Tech Civil	15.03.2012	Vice President	25.00	35	-	-
5	Gopal Krishna Dash	68	Graduate	29.09.2025	Managing Director	*12.00	36	State Bank of India (Rtd. DGM)	-
6	Mr. Prakash Chhajer	44	CS	28.05.2019	Company Secretary	22.50	16	Scan Energy & Power Limited	-
7	Mr. Sanjay Peshion	57	B.Tech.-Civil	01.05.2016	VP	18.00	32	Harishchandra India - Ltd. Additional GM	-
8	Mr. Kedar Gouri Padhy	49	DCE, B Tech Civil	08.11.2017	Project Manager	15.00	20	Reliance Industries Ltd. Senior Manager	-
9	Mr.Khalasi Ravi Hasmukhlal	40	Diploma (Auto Mobile)	19.07.2023	Operation Head - MV	15.00	17	-	-
10	Mr. Pritish Dwibedy	32	B.Tech Electrical, MBA	09.10.2024	Manager	14.50	7	Manipal Health Enterprises Pvt. Ltd. Dy. Manager-	-

36. Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of Companies Act, 2013.

During the year under review, the reconstituted Board has reviewed and re-adopted the Nomination & Remuneration Policy in its meeting held on 10^th February 2026. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at http://arssgroup.in/ArssPolicies.html

37. Industrial Relation

Employee relations continued to be cordial throughout the year. The whole-hearted support of employees and a sense of belongingness with the organization and solidarity with the management of the Company have helped to cope with the present challenges of the Company during the year.

38. Adequacy of internal financial controls with reference to the Financial Statements

Management has put in place effective Internal Control Systems to provide reasonable assurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems has been provided & explained in MDA report attached with Directors Report.

39. Annual Evaluation by the Board of Its Own Performance (Including Committees and Individual Directors)

As the Companys Board of Directors was reconstituted by the Monitoring Committee on 29^th September 2025, the Board Evaluation for the limited period of the financial year viz. from 29^th September 2025 till 31^st March 2026, was conducted as per recommendations of the Nomination & Remuneration Committee. In accordance with the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, a Board Evaluation Policy is in place for evaluation of the Chairperson, individual Directors, Committees and the Board.

A structured questionnaire developed by the Nomination & Remuneration Committee covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to members of the Board for the financial year 2025-26. The Board as a whole, its Committees, the Chairperson and individual Directors were also separately evaluated in the Meeting of the Independent Directors held on 10 February 2026. The Meeting inter alia assessed the quality, quantity and timeliness of flow of information required for the Board to perform its duties properly. The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

The Directors have expressed their satisfaction with the evaluation process conducted. Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Boards functioning, individual Directors effectiveness and contribution to the Boards functioning as well with a view to practicing the highest standards of Corporate Governance.

40. Segment-wise performance:

The Company is engaged in only one segment viz. Construction Business and as such there is no separate reportable segments as per IND AS -108 "Operating Segment."

41. Independent Directors Meeting

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, a separate meeting of the Independent Directors of the Company was held on February 10, 2026, without the presence of Non-Independent Directors and members of the management. During the meeting, the Independent Directors reviewed the performance of the NonIndependent Directors, the Board as a whole and the Chairman of the Company. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board and expressed satisfaction with the effectiveness of the Board processes, governance framework and information-sharing mechanisms of the Company.

42. Familiarisation Programme of Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

43. Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

44. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 in the Prescribed Form AOC-2

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had entered into contract / arrangement / transaction with related parties which are considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at http://arssgroup.in/PDF/ ArssPolicy/Related%20Party%20Transaction%20Policy.pdf

All related party transactions are in compliance with Ind-AS 24, Section 188 and / or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Members may refer Note 60 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS 24.

The particulars of contracts entered into with related parties during the year as per Form AOC-2 is enclosed as Annexure - I.

45. Compounding status

During the earlier period, certain applications for compounding of offences had been filed by the Company before the Office of the Regional Director, Eastern Region, Kolkata, in respect of matters pertaining to the period prior to commencement of the Corporate Insolvency Resolution Process (CIRP).

Subsequently, pursuant to the approval and implementation of the Resolution Plan under the Insolvency and Bankruptcy Code, 2016, and in view of the change in the management and control of the Company, the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016 became applicable, subject to fulfilment of the conditions prescribed thereunder.

Accordingly, the Company is entitled to the statutory protection and immunity in respect of offences committed prior to the commencement of CIRP, to the extent provided under Section 32A of the Insolvency and Bankruptcy Code, 2016. Consequently, the aforesaid compounding proceedings, in so far as they relate to the liability of the Company for such prior offences and are covered by the immunity available under Section 32A, are liable to be discontinued/dropped in accordance with the applicable provisions of law.

The Company continues to comply with all applicable statutory requirements and shall extend necessary assistance and cooperation to the concerned authorities in respect of any investigation or proceedings relating to the period prior to commencement of CIRP, as may be required under law.

During the financial year under consideration, the Company had filed an application before Registrar of Companies, Cuttack for marking Form PAS-3 filed by the Company on 03-11-2025 vide SRN- AB8780166 as defective. the Registrar of Companies has approved the application vide its order dated 06-04-2026. Subsequently, the Board of Director of the Company has taken the necessary steps and filed the updated PAS-3 on 07-04-2026 vide SRN- AC2925810.

46. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the year under review, the Company has taken adequate measures for conservation of energy and also has not gone for any technology absorption whatsoever in accordance with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company has neither earned any income nor incurred any expenditure in foreign currency during the financial year ended 31^st March, 2026.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - II.

47. Business risk management

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Companys management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures.

48. Corporate Social Responsibility

The Corporate Social Responsibility Committee of the Board was reconstituted on 31 October, 2025.

The Corporate Social Responsibility Policy ("CSR Policy"), formulated in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is available on the Companys website at:

http://arssqroup.in/PDF/ArssPolicy/Corporate%20Social%20Responsibility%20Policy.pdf.

The Company was not required to spend any amount towards Corporate Social Responsibility activities during the financial year 2025-26, as the provisions of Section 135 of the Companies Act, 2013 were not applicable owing to the losses incurred by the Company during the three immediately preceding financial years.

i) Terms of reference:

The Committee formulates CSR Policy. The role of the Committee is as under:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

b. Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy.

c. Monitor the CSR Policy of the Company and its implementation from time to time.

d. Such other functions as the Board may deem fit from time to time.

ii) Composition, name of Members and attendance during the year:

The Corporate Social Responsibility Committee ("CSR Committee") has formed to formulate the CSR Policy and to take CSR initiatives in accordance with Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policies) Rules, 2014.

Corporate Social Responsibility Committee (CSR Committee)
Mrs. Payal Agarwal	Chairperson	Independent Director
Mr. T. K. Padmanaban	Member	Independent Director
Mr. Manoranjan Panigrahy	Member	Independent Director

iii) No. of Meetings held during the year:

No meeting was held during the year under review.

iv) Amount incurred on CSR activities during the year:

Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014, (CSR Rules) makes it mandatory for certain companies who fulfill the criteria as mentioned under Sub Section 1 of Section 135 to comply with the provisions of Corporate Social Responsibility and accordingly company had constituted a CSR committee and has also adopted the CSR Policy for the company as approved by the committee.

Since the average of the last three years profit was in negative figures i.e. ( 11.43) crores loss, the company need not to incur any amount towards CSR in the FY 2025-26.

A responsibility statement of the CSR Committee

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Sd/-

Payal Agarwal

(Chairperson CSR Committee)

v) The web-link where Composition of CSR Committee:

CSR Policy approved by the Board are disclosed on the website of the Company. The Composition of CSR Committee and CSR Policy of the Company are available on the Companys website and can be accessible at http://arssqroup.in/PDF/ArssPolicy/Corporate%20Social%20Responsibility%20Policy.pdf.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-III hereto and forms part of this Report. Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report, which forms part of this Annual Report.

49. Vigil Mechanism/ Whistle Blower Policy of the Company

The Vigil Mechanism as envisaged in the Section 177 of the Companies Act, 2013, the Rules prescribed thereunder and the Regulation 22 of the Listing Regulations is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Companys website and can be accessed in the Governance section at the Web-link http://arssgroup.in/PDF/ArssPolicy/Vigil%20Mechanism%20and%20 Whistle%20Blower%20Policy.pdf

50. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 / Internal Complaint Committee

The Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). Internal Complaints Committees ("ICC") have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace available at http://arssgroup.in/PDF/ArssPolicy/ POSH_Policy.pdf. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. All employees (permanent, contractual, temporary, trainees) are covered under this Policy and following are the details of complaints for FY 2025-26:

Particulars	Numbers
a. Number of complaints of sexual harassment received in the year
b. Number of complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days

51. Compliance With The Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and policies are in place to uphold the spirit and letter of the legislation.

52. Share Capital.

The Authorized Share Capital of the Company as at 31 March 2026 comprised 11,00,00,000 Equity Shares of 10 each as against 4,00,00,000 Equity Shares of 10 each as at 31 March 2025.

During the year the company in its EOGM held on 09-12-2025, the company has Reclassify and Increase in Authorized Share Capital of the company from INR 55,00,00,000 (Rupees Fifty-Five Crore only divided into 4,00,00,000 (Four Crore) Equity Shares of INR10/- each and 1,50,00,000 (One Crore Fifty Lakh) Preference Shares of INR10/- each, to INR110,00,00,000 (Rupees One Hundred and Ten Crore only) divided into 11,00,00,000 (Eleven Crore) Equity Shares of INR10/- each, by way of:

a. Reclassification of the existing 1,50,00,000 (One Crore Fifty Lakh) Preference Shares of INR 10/- each into Equity Share Capital, and

b. Creation of such additional Equity Share Capital as may be required to give effect to the revised structure of the Authorized Share Capital.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at 9,01,18,498 Equity Shares of 10 each fully paid-up as at 31 March 2026 as against 2,27,37,966 Equity Shares of 10 each fully paid-up as at 31 March 2025. During the year under review, 7,80,00,000 Equity Shares were issued and 1,06,19,468 Equity Shares were cancelled, resulting in the increase in the paid-up equity share capital.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. However, Pursuant to the Approved Resolution Plan, the Trading the Shares has been suspended on 4^th September, 2025. The Listing Applications for newly allotted shares has been made to the Stock Exchange(s) which are under process.

53. Policies

The details of the Key Policies adopted by the Company can be accessed in the Governance section at the Web- link http://arssgroup.in/ArssPolicies.html

• Remuneration policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Policy for selection and appointment of directors, senior management and their remuneration. The Board recognizes that the various Committees of the Board have very important role to play to ensure highest standards of corporate governance. The remuneration policy is stated in the Corporate Governance Report.

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations, 2015 vide The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 the Board of Directors of the Company has adopted new code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") ("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations w.e.f. 1^st April, 2019.

• Whistle blower policy

The Company has adopted a Whistle Blower Policy through which the Company encourages its employees to bring to the attention of Senior Management, including Audit Committee, any unethical behavior and improper practices and wrongful conduct taking place in the Company. The details of the same is explained in the Corporate Governance Report and also posted on the website of the Company at the link http://arssqroup.in/PDF/ArssPolicy/Viqil%20Mechanism%20and%20Whistle%20Blower%20Policy.pdf

• Code of Conduct to Regulate, Monitor and Report Trading by insiders

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule B to the said regulations w.e.f. 1^st April, 2019.

• Policy for Determining Material Subsidiaries

Pursuant to amendments in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, the Company has adopted the revised "Policy for Determining Material Subsidiaries" for laying down a criterion for determining Material Subsidiaries and their governance as per Regulation 16(1)(c) to the said regulations w.e.f. 1^st April, 2019.

During the financial year 2025-26, ARSS Damoh Hirapur Tolls Private Limited was material subsidiary pursuant to Regulation 16 of SEBI Listing regulation.

54. Insurance

The Companys plant, property, equipment, vehicles and stocks are adequately insured against major risks. The Company has also taken Directors and Officers Liability insurance Policy to provide coverage against the probable liabilities arising on them.

55. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

Not applicable during reporting period.

56. Disclosure requirements:

As per SEBI Listing Regulations, the Corporate Governance Report with the Certificate thereon issued by Practicing Company Secretary and the Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

57. Other Disclosures

a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c. The Company has not issued sweat equity shares during the financial year under review.

d. None of Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. There has been no change in the nature of business of the Company.

g. The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year.

h. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

i. Except the implementation of the CIRP Process as per the Approved Resolution Plan as explained earlier:

0 There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

0 There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Annual Report.

58. Green Initiatives & Acknowledgement :

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the ‘Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent ("RTAs")/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19 September 2024 and SEBI Circular dated 03 October 2024, the Annual Report of the Company for the financial year ending 31 March 2026 including therein the Audited Financial Statements for the financial year 2025-26, will be sent only by email to the Members.

The Board together with Key Managerial Personnel would like to acknowledge and place on record their sincere appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers and members during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services by the executives, employees at all levels.

Your Board appreciate and value the contribution made by every member of the ARSS family.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Dipti Ranjan Patnaik	Payal Agarwal
	Chairman and Managing Director	Independent Director
	DIN:00600887	DIN: 01617065
Place: Bhubaneswar
Dated: August 14 2026

ARSS Infrastructure Projects Ltd Directors Report

ARSS Infrastructure Projects Ltd Share Price directors Report

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