| Textual Information(1) |
Selected Explanatory Notes to the Consolidated Statement of Unaudited Financial Results for the Quarter and Nine Months Ended December 31, 2025 1The above Unaudited Financial Results of the Company for the Quarter and Nine Months ended December 31, 2025 have been reviewed by Audit Committe and approved by the Board of Directors of the Company at its meetings held on February 10, 2026. The Statutory Auditor of the company has reviewed the said result. These results are being published in accordance with Regulation 33 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. 2The above financial results of the Company have been prepared in accordance with Indian Accounting Standards lnd AS notified under the Companies Indian Accounting Standards Rules, 2015 as amended thereof. 3Pursuant to the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 initiated on 30th November 2021, the National Company Law Tribunal NCLT on 29 August 2025 NCLT Order date approved, the Resolution Plan the Plan submitted by Ocean Capital Market Limited Successful Resolution Applicant or SRA or OCML. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan. Pursuant to the Approved Resolution Plan, during the period between the NCLT Approval Date Effective Date i.e., 29 August, 2025 and the Closing Date as defined in the Approved Resolution Plan “Interim Period”, a monitoring committee shall be constituted Monitoring Committee, shall comprise two representatives of the Financial Creditors, two representatives of the Resolution Applicants and the Erstwhile Resolution Professional. Thus, for the period between the NCLT Approval Date as defined in the Approved Resolution Plan and the Closing Date i.e., 29 September 2025 the date of payment of consideration towards Assignment of Debt with Securities Interest to Secured Financial Creditors, the Monitoring Committee has accordingly been formed to maintain the Company as a going concern and to supervise the implementation of the Approved Resolution Plan. Implementation of the Approved Resolution Plan Plan has commenced and the following steps have been completed as per the terms of the said Plan and shall be deemed to be in compliance with the applicable accounting standard pursuant to order passed by the Hon ble NCLT a. The existing directors of the Company have stand replaced by the new Board of Directors from their office. The Board of Directors of the Company has been reconstituted on 29th September, 2025. b. Extinguishment of 1,06,19,468 equity shares of INR 10 each held by erstwhile promoters of the Company and the amount has been transferred to “Capital Reserve Account. c. As per the terms of approved Resolution Plan, the entire admittee claim of the Financial Creditors amounting to INR 4,940.14 crores has been assigned to SRA i.e., OCML. The financial creditors were settled through a payment of INR 207.69 crore by the SRA. Pursuant to the settlement, the financial creditors assigned its outstanding debt to the Resolution Applicant in full satisfaction of the said liability. Further, as provided in the approved Resolution Plan, the Assenting Financial Creditors shall have right to receive 50 of the value received on receipt of proceeds from arbitration within 3 years from the Effective Date. In relation to the same, SRA has paid INR 10 crores to financial creditor, which shall be adjusted from the share of financial creditors in arbitration receipts. d. Unsustainable debt of INR 4,675.45 crores being the difference between the admitted claim of INR 4,893.14 crores, excluding ICICI Bank s claim, and the cash payment of INR 217.69 crores has been settled by way of issue of 7.5 crore equity shares 15,00,000 equity shares have been issued to Assenting Financial Creditors and balance 7,35,00,000 equity shares have been issued to the AIF assigned by SRA during the quarter. e. Settlement of operational creditors other than employees and workmen, for a sum of INR 0.47 Crores by the Company. f. Extinguishment of all contingent liabilities, commitments and other claims and obligations including all taxes and other government dues standing as on the effective date. g. The SRA has infused INR 3 crore for aquiring 30 Lakh equity shares of INR 10 each of the Company and the same has allotted to SRA on 29.09.2025 . 4EXCEPTIONAL ITEMS Rs. in Crores Particulars Period ended 31 December, 2025 1st April 2025 to 31st December 2025 Period ended 31 March, 2025 Extinguishment of Operational Creditors including the Central Government, State Government or local authority as per the terms of Approved Resolution Plan refer note i below 56.92 - Interest expense payable to Financial Creditors as per claim submitted to erstwhile Resolution Professional refer note ii below 2,237.24 - Liability relating to Financial Creditors not recorded earlier in the books (refer note iii below 1,042.87 - Total 3,223.19 - i. With respect to other operational creditors outstanding as on the insolvency commencement date, the Company has recognized a gain of INR 56.92 crores on account of extinguishment of such liabilities as an exceptional item in these financial statements. ii. In respect of financial Creditors, the Company has recorded interest expense of INR 2237.24 crores for the period prior to the insolvency commencement date as per the terms of the approved Resolution Plan. iii. The Company has recorded liability of INR 1042.87 crores in the books of accounts which was not earlier recorded in the books of accounts of the company but admitted by the erstwhile Resolution Professional. 5 Based on the principles set out under Ind-AS 108 Operating Segments , the company operates in Construction Contract which is the only reportable segment. Accordingly , the company is operating in single segment. 6 As at 31st December 2025, the ARSS Group consolidation comprises of the following: Sl. No. Name of the Entity Relationship 1 ARSS Infrastructure Projects Limited Holding Company 2 ARSS Damoh Hirapur Tolls Private Limited Subsidiary Company 3 ARSS Developers Limited Associate Company 4 ATLANTA-ARSS JV Joint Venture 5 ARSS-SCPL JV Joint Venture 6 ARSS LGPPL JV Joint Venture 7 ARSS BDPL JV Joint Venture 8 ARSS THAKUR JV Joint Venture 9 ARSS SNKI JV Joint Venture 10 ARSS ROYAL JV Joint Venture 11 SCPL ARSS JV Joint Venture 12 ARSS BMS JV Joint Venture 13 ARSS Technocom Priyashi Aashi JV Joint Venture 14 ARSS SIPS JV Joint Venture 15 ARSS KKMPL JV Joint Venture 16 ARSS NTLLP JV Joint Venture 7 The financials of ARSS BMS JV, ARSS Technocom Priyashi Aashi JV, ARSS SIPS JV, ARSS KKMPL JV ARSS NTLLP JV is prepared by the JV partner, the profit loss for the current period is considered in the statement as certified by the management. 8 The Company has continued to follow the same accounting policies in preparation of unaudited financial results for the quarter and nine months ended December 31, 2025 as followed in the previous financial year ended March 31,2025. Further the Company has given effect as per the approved resolution plan mentioned above. 9 On November 21, 2025, the Government of India notified the four Labour Codes the Code on wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, Occupational Safety, Health and Working Conditions Code, 2020 collectively referred to as the New Labour Codes. The Ministry of Labour Employment published draft Central rules and FAQs to enable assessment of the financial impact due to changes in regulations. The management continues to monitor developments if any, in Central State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such development as needed. 10 Comparative figures have been rearranged regrouped wherever necessary. By order of the Board For ARSS Infrastructure Projects Ltd. Date : 10th February, 2026 Gopal Krishna Dash Place: Bhubaneswar Managing Director DIN : 10776309 |