EGM Details

The Extra Ordinary General Meeting of ARSS Infrastructure Projects Limited was held on June 9, 2026, at 11:30 A.M. (IST) through Video Conferencing/Other Audio Visual Means. The meeting concluded at 11:53 A.M. The meeting was convened to consider one ordinary resolution regarding the appointment of statutory auditors.

Attendance

Directors Present:

  • Shri Dipti Ranjan Patnaik (Chairman) - Through VC
  • Shri G.K. Dash (Managing Director) - Physical
  • Shri T.K. Padmanaban (Independent Director) - Through VC
  • Smt. Payal Agarwal (Independent Director, Chairperson of Audit Committee) - Through VC
  • Shri Manoranjan Panigrahy (Independent Director) - Through VC

Other Attendees:

  • Shri S.K. Pattanaik (Chief Financial Officer) - Physical
  • CA Vipul Kumar Gupta (Statutory Auditors from M/s. A D V AND CO LLP) - Through VC
  • CS Jyotirmoy Mishra (Secretarial Auditors from M/s. Sunita Jyotirmoy & Associates) - Through VC
  • 42 members attended through Video Conference

Resolution Details

Resolution No. 1: Appointment of M/s. A D V AND CO LLP, Chartered Accountants (Firm Registration No. 003467N/N500463), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. M A R S & Associates, Chartered Accountants.

Background to Resolution

The casual vacancy arose because M/s M A R S & Associates (Firm Registration No. 010484N), who were appointed as statutory auditors until the conclusion of the 29th AGM in 2029, merged with M/s A D V AND CO LLP effective February 11, 2026, with approval from ICAI. Consequently, M/s M A R S & Associates ceased to exist and expressed inability to continue as statutory auditors via communication dated February 25, 2026.

The Audit Committee considered the credentials, experience, eligibility, and independence of M/s A D V AND CO LLP and recommended their appointment. The Board of Directors approved the appointment through circulation on March 10, 2026, subject to shareholder approval.

The appointment is made under Section 139(8) of the Companies Act, 2013, and if approved, M/s A D V AND CO LLP will hold office until the conclusion of the 26th Annual General Meeting.

Voting Process

Remote e-voting commenced at 09:00 A.M. on June 5, 2026, and ended at 05:00 P.M. on June 8, 2026. E-voting during the EGM was available and extended for 15 minutes after the meeting concluded. M/s Sunita Jyotirmoy & Associates were appointed as Scrutinizer, and NSDL provided the e-voting platform.

Voting Results

Cut-off date: June 2, 2026

Total shareholders on record date: 14,040

Resolution No. 1 - Ordinary Resolution

  • Total shares outstanding: 9,01,18,498
  • Total votes polled: 21,99,633 (2.440823% of outstanding shares)
  • Votes in favor: 21,99,632 (99.99995% of votes polled)
  • Votes against: 1 (0.00005% of votes polled)

Category-wise Voting:

  • Promoter and Promoter Group: 0 votes polled (7,65,00,000 shares outstanding)
  • Public Institutions: 0 votes polled (15,08,700 shares outstanding)
  • Public Non-Institutions: 21,99,633 votes polled (1,21,09,798 shares outstanding)

Scrutinizer's Report

CS Jyotirmoy Mishra of M/s Sunita Jyotirmoy & Associates submitted the Consolidated Scrutinizer's Report dated June 9, 2026. The report confirmed:

  • 60 members voted through remote e-voting and e-voting at EGM
  • 59 members voted in favor (21,99,632 votes)
  • 1 member voted against (1 vote)
  • 0 invalid/abstain votes

The votes were unblocked from NSDL's e-voting website at 11:57 A.M. on June 9, 2026, in the presence of witnesses Mrs. Sasmita Lenka and Mr. Abinash Sahoo.

Additional Information

The voting results and scrutinizer's report are available on the company's website (www.arssgroup.in) and NSDL's website (https://www.evoting.nsdl.com/). The results were communicated to BSE and NSE.

Financial Impact

No direct financial impact quantified in the disclosure. The appointment ensures continuity of statutory audit function.