ARSS Infrastructure Projects Approves ₹250 Crore Promoter Issue

ARSS Infrastructure Projects Limited won shareholder approval on August 29, 2026, to issue up to ₹250 crore of redeemable preference shares to promoter Ocean Capital Market Limited, a proposed funding arrangement worth about 201.6% of its reported ₹124 crore market capitalisation.

How did ARSS Infrastructure Projects secure approval for the issue?

ARSS Infrastructure Projects secured shareholder approval through a postal ballot and remote e-voting process for the private placement of up to 25 crore non-cumulative non-convertible redeemable preference shares, or NCRPS, to Ocean Capital Market Limited. The special resolution was passed on August 29, 2026, after the voting window ran from July 31 to August 29.

The resolution received 19,42,578 votes in favour and 860 votes against. ARSS Infrastructure reported that the proposal was approved with a 99.96% majority. The approval followed a board meeting on July 23, 2026, when the company cleared the proposed issue, related-party transaction approvals and an increase in authorised share capital.

Ocean Capital Market Limited is part of the promoter group, making the transaction a material related-party transaction under Regulation 23 of the SEBI Listing Regulations. The company said the transaction exceeded its applicable materiality threshold and was therefore placed before shareholders for approval.

ARSS Infrastructure was incorporated in 2000 and operates in civil and infrastructure project execution. Separately, it informed the Bombay Stock Exchange Limited and National Stock Exchange of India Limited that it had received a Regulation 74(5) certificate for the quarter ended September 30, 2026, from its registrar and share transfer agent, Bigshare Services Private Limited.

What are the terms of the ₹250 crore preference share issue?

ARSS Infrastructure can issue up to 25 crore NCRPS with a face value of ₹10 each, taking the maximum issue size to ₹250 crore. The instruments will be issued to Ocean Capital Market Limited on a private-placement basis and may be allotted in one or more tranches, as decided by the board after the required approvals.

The NCRPS carry a non-cumulative dividend rate of 0.01% a year. However, the disclosed economic return is based on the redemption terms rather than the annual dividend. The shares are structured to provide the investor an internal rate of return of 12% a year through a redemption premium after a tenure of 22 months from the allotment date.

The preference shares are unsecured and do not carry a charge over the company's assets. Under the Companies Act, 2013, they have preferential rights over equity shares for dividend payments and repayment of capital, subject to the terms of the issue.

Why is ARSS Infrastructure raising funds from its promoter?

ARSS Infrastructure said the proceeds are intended primarily for repayment or prepayment of existing indebtedness and for working capital. This includes repayment of a loan extended by Ocean Capital Market Limited under a resolution plan approved by the National Company Law Tribunal, Cuttack Bench.

The board also approved an increase in authorised share capital from ₹110 crore to ₹500 crore. The revised authorised capital structure includes ₹230 crore of equity share capital and ₹270 crore of preference share capital, providing capacity for the proposed preference share issuance.

The transaction is sizeable relative to the company figures reported alongside the proposal. The ₹250 crore maximum issue is about 201.6% of the cited ₹124 crore market capitalisation and about 177.3% of reported trailing 12-month revenue of ₹141 crore. These comparisons underline that the financing is principally linked to balance-sheet restructuring and liquidity needs rather than a routine capital raise.

What does the preference issue mean for investors and operations?

ARSS Infrastructure's proposal introduces a defined repayment obligation through preference shares rather than an immediate equity issue. The NCRPS are non-convertible, so the disclosed terms do not provide for their conversion into equity shares. Their 22-month tenure and redemption premium create a scheduled funding cost linked to the 12% annual internal-rate-of-return structure.

For Ocean Capital Market Limited, the arrangement provides a preference instrument with a nominal recurring dividend and a specified redemption-based return. For other shareholders, the important disclosed factors are the scale of the related-party financing, its use for debt repayment and working capital, and the company's obligation to redeem the instruments under the approved terms.

The proposal also reflects the role of promoter-backed funding in a company managing existing liabilities under a resolution-plan context. ARSS Infrastructure has not disclosed in the provided information a separate equity dilution ratio, an allotment date, or the final number of tranches. The actual deployment of funds will depend on allotment and the company's execution of the stated debt-repayment and working-capital plan.

Conclusion

The shareholder approval gives ARSS Infrastructure the authority to raise up to ₹250 crore from Ocean Capital Market Limited through NCRPS. The issue is large compared with the reported ₹124 crore market capitalisation and ₹141 crore trailing 12-month revenue, while its stated purpose is repayment or prepayment of debt and support for working capital.

Investors will next watch for the board's allotment decision, including the timing and size of any tranche. The disclosed instruments have a 22-month tenure from allotment, a 0.01% annual non-cumulative dividend and a redemption structure designed to deliver a 12% annual IRR to the promoter investor.