ARSS Infrastructure Projects Limited allots Rs 250 crore NCRPS

ARSS Infrastructure Projects allotted 25 crore 0.01% non-convertible, non-cumulative redeemable preference shares for Rs 250 crore to promoter Ocean Capital Market Limited on November 6, 2026, in a private placement that is unlisted, unsecured and scheduled for redemption after 22 months.

What did ARSS Infrastructure Projects allot to its promoter?

ARSS Infrastructure Projects allotted 25 crore Non-Convertible Non-Cumulative Redeemable Preference Shares, or NCRPS, to Ocean Capital Market, the promoter identified in the November 9, 2026 filing. The shares have a face value and issue price of Rs 10 each, producing aggregate subscription proceeds of Rs 250 crore from one investor.

The Share Allotment Committee approved the allotment on November 6, 2026, against receipt of subscription money. The committee meeting started at 4:00 p.m. and ended at 4:10 p.m., according to the company’s exchange announcement under Regulation 30 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

The issue was made through private placement rather than a public offering. ARSS Infrastructure Projects reported that the Rs 10 issue price was at par, meaning it matched the Rs 10 face value of each NCRPS, and that Ocean Capital Market was the sole investor in the Rs 250 crore allotment.

The instrument is a preference share rather than an equity share, and the filing specifically describes it as non-convertible. ARSS Infrastructure Projects therefore did not disclose any mechanism under which the 25 crore NCRPS would convert into equity shares.

What return and redemption terms apply to the NCRPS?

ARSS Infrastructure Projects said the NCRPS carry a 0.01% annual dividend on a non-cumulative basis, only if the board declares a dividend. The filing also states that the redemption value will include face value and a redemption premium designed to provide the preference shareholder an internal rate of return, or IRR, of 12% a year, compounded annually.

The 0.01% dividend and the 12% compounded annual IRR are separate features disclosed for the same Rs 250 crore instrument. The dividend is subject to a board declaration and is non-cumulative, while the stated redemption premium is intended to form part of the amount payable when the shares are redeemed at the end of their tenure.

The allotment date was November 6, 2026, and the stated tenure is 22 months from that date. ARSS Infrastructure Projects gave September 5, 2028 as the expected maturity or redemption date, when the redemption amount under the NCRPS terms becomes payable.

The filing does not quantify the redemption premium in rupees. It instead defines the premium by the intended 12% annual compounded IRR for Ocean Capital Market, so the announcement does not provide a separate stated rupee redemption value beyond the Rs 250 crore issue amount.

Are ARSS Infrastructure Projects’ preference shares listed or secured?

ARSS Infrastructure Projects said the 25 crore NCRPS are unlisted, unsecured and non-convertible. It reported that the preference shares are not proposed to be listed on a stock exchange and that no charge or security has been created over company assets for the Rs 250 crore instrument.

The absence of security means the filing records nil asset charge in connection with the NCRPS. The company also identifies the shares as non-cumulative, which is consistent with its disclosure that the 0.01% annual dividend is payable only if declared by the board rather than being described as accumulating across periods.

ARSS Infrastructure Projects recorded “not applicable” for any delay in payment of interest or principal for more than three months from the due date. It also reported nil details of letters or comments relating to payment or non-payment on due dates for this issuance.

Those payment-status disclosures accompany a newly allotted instrument dated November 6, 2026. They do not provide a comparison with other borrowings, securities or payment obligations of ARSS Infrastructure Projects, because no such figures or history were supplied in this announcement.

How did the allotment change ARSS Infrastructure Projects’ preference-share capital?

ARSS Infrastructure Projects reported no existing preference shares before the November 6, 2026 allotment and 25 crore preference shares after it, with an amount of Rs 250 crore. The filing therefore shows the company’s disclosed preference-share position changing from nil to 25 crore shares through this single private placement.

The entire post-allotment preference-share amount disclosed in the filing is Rs 250 crore, matching the amount received from Ocean Capital Market at Rs 10 per NCRPS. No other investor, issue price or preference-share series is identified in the post-allotment information provided with the announcement.

The company said redemption will be carried out in accordance with Section 55 of the Companies Act, 2013. Under the terms disclosed, the shares may be redeemed from profits available for dividend and/or proceeds of a fresh issue of shares made for redemption, as permitted by applicable law.

ARSS Infrastructure Projects did not state whether it expects to use profits, a fresh issue of shares or both permitted sources for the September 5, 2028 redemption. The filing also does not state a use of proceeds for the Rs 250 crore received through the November 2026 allotment.

What does the 22-month structure mean for ARSS Infrastructure Projects?

ARSS Infrastructure Projects has added Rs 250 crore of promoter-funded preference shares with a fixed 22-month tenure, rather than issuing listed equity or a convertible instrument. The disclosed structure provides for a possible 0.01% board-declared annual dividend and a redemption premium intended to deliver a 12% annual compounded IRR to Ocean Capital Market.

The instrument’s characteristics differ from ordinary equity in the specific ways stated in the filing: the NCRPS are unlisted, non-convertible, non-cumulative and unsecured. The disclosed change in capital is from no existing preference shares to Rs 250 crore of preference shares after the November 6, 2026 allotment.

The scheduled redemption date of September 5, 2028 creates a defined maturity event 22 months after allotment. The filing makes the face value plus redemption premium payable at maturity, but it does not provide a rupee calculation of the premium or identify which permitted redemption funding source will be used.

Conclusion

ARSS Infrastructure Projects completed a Rs 250 crore private placement of 25 crore NCRPS to promoter Ocean Capital Market on November 6, 2026. The transaction establishes a new disclosed preference-share balance of Rs 250 crore, while the terms combine an unlisted and unsecured structure with a 0.01% non-cumulative dividend, if declared, and a redemption premium linked to a 12% annual compounded IRR.

The next disclosed event is the expected redemption on September 5, 2028. What remains unresolved in the filing is the rupee amount of the redemption premium and whether ARSS Infrastructure Projects will redeem the shares from profits available for dividend, a fresh share issue, or a combination of the sources permitted under Section 55 of the Companies Act, 2013.