A B INFRABUILD LIMITED — AGM Information 2023

Aug 3, 2023

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 5] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 5] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 5] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

==> picture [585 x 4] intentionally omitted <==

To, The Manager Listing Department National Stock Exchange of India Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai -400051.

Ref. : Symbol- ABINFRA / ISIN- INE00YB01017

Sub. : Disclosure under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Dear Sir/Madam,

This is to inform you that an Annual General Meeting ("AGM") of Members of the Company A B INFRABUILD LIMITED will be held on Friday, August 25, 2023 at 02:00 P.M. through Video Conferencing ("VC")/ Other Audio-Visual Means ("OAVM") to transact the business set out in the AGM Notice dated August 01, 2023. The copy of an AGM notice is attached.

Kindly take the same on your records and acknowledges the receipt.

For and Behalf of

A B Infrabuild Limited

Pawan Digitally signed by Pawan Radheshyam Radheshyam Prajapati Date: 2023.08.03 16:06:07 Prajapati +05'30'

Pawan R Prajapati Company Secretary

Date: 03/08/2023 Place: Mumbai

==> picture [511 x 52] intentionally omitted <==

NOTICE OF 13[TH] ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 13TH ANNUAL GENERAL MEETING ('AGM') OF THE MEMBERS OF A B INFRABUILD LIMITED ('the Company') WILL BE HELD ON FRIDAY, AUGUST 25, 2023 AT 02.00 P.M. IST, THROUGH VIDEO CONFERENCE (VC)/ OTHER AUDIO VISUAL MEANS (OAVM), TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023 together with Reports of Board of Directors and Auditors thereon.

To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

“ RESOLVED THAT the audited financial statements of the Company for the financial year ended 31[st] March, 2023 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

1. To appoint Mr. Shreeprakash Singh (DIN-00497750), who retire by rotation and being eligible, offer himself for re-appointment as a Director.

To consider and if thought fit, to pass the following resolution, with or without modification(s), as Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shreeprakash Singh (DIN-00497750), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment and be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS

1. To Appoint Ms. Archana Rakesh Pandey (DIN: 10121285) as Independent Director

To consider and if thought fit, to pass with or without modification(s), the following as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 the consent of the members be and is hereby accorded to appoint Ms. Archana Rakesh Pandey, (DIN: 10121285) as an Independent Director of the Company for a tenure of 5 (Five) consecutive years for a term upto May 25, 2028 and shall not be liable to retire by rotation.

5

==> picture [511 x 52] intentionally omitted <==

RESOLVED FURTHER THAT Director(s) and or Company Secretary of the Company be and is/ are hereby severally and/or jointly authorized to file the necessary e-Forms with the Registrar of Companies and to do such acts, deeds, things, etc. as may be required to give effect to the above resolution."

4. To approve contact/arrangement for material Related Party Transactions with various related parties.

To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution:

==> picture [478 x 108] intentionally omitted <==

By Order of Board of Directors For A B INFRABUILD LIMITED

Pawan Prajapati

Date: August 1, 2023 Place: Mumbai

Company secretary & Compliance officer (Membership No. A68870)

6

==> picture [511 x 52] intentionally omitted <==

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the General Circular No. 14/2020 17/2020, 20/2020, 02/2021 and 02/2022 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, and May 05, 2022 respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/ CFD/CMD2/CIR/P/2021/11 and SEBI/HO/DDHS/DDHS_Div2/P/CIR/2022/079 dated May 12, 2020, January 15, 2021 and June 03, 2022 respectively issued by the Securities and Exchange Board of India (“SEBI Circulars”) and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), physical attendance of the Members to the AGM venue is not required and the Annual General Meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing 13th AGM of the Company through VC/OAVM.

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporate is entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.

5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

7

==> picture [511 x 52] intentionally omitted <==

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.abinfrabuild.com. The Notice can also be accessed from the websites of the Stock Exchanges National Stock Exchange of India Limited at www.nseindia.com respectively and the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.

2. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

3. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 setting out facts concerning the business under Item No. 2, 3 & 4 of the Notice is annexed hereto.

4. Members are requested to intimate the Registrar and Share Transfer Agent of the Company Bigshare Services Private Limited, E-3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri East, Mumbai, 400059, immediately of any change in their address in respect of equity shares held in physical mode and to their Depository Participants (DPs) in respect of equity shares held in dematerialized form.

5. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

6. Members holding share certificates under different folio numbers but in the same order of name are requested to apply for consolidation of such folios and send relevant share certificates to the Registrars and Share Transfer Agent of the Company.

7. Section 20 of the Companies Act, 2013 permits service of documents on members by a company through electronic mode. Accordingly, as a part of the Green Initiative, electronic copy of the Annual Report for F.Y. 2022-23 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a physical copy of the same. Members who have not registered their e-mail addresses so far or who would like to update their e-mail addresses already registered, are requested to register/update their e-mail addresses with Bigshare Services Private Limited at info@bigshareonline.com. Members may also note that the Annual Report for F.Y. 2022-23 will also be available on the Company's website www.abinfrabuild.com.

8. The members who have cast their vote by e - voting may also attend the Meeting but shall not be entitled to cast their vote again.

8

==> picture [511 x 52] intentionally omitted <==

1. Corporate members intending to send their authorized representative(s) to attend the meeting pursuant to the provisions of Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified true copy of the relevant Board Resolution together with specimen signatures of the authorized representative(s) to attend and vote on their behalf at the meeting 48 hours before the date of AGM.

2. To support the ‘Green Initiative’ Members who have not registered their e -mail addresses are requested to register the same with DPs. The registered e - mail address will be used for sending future communications.

3. In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS2) issued by the Institute of Companies Secretaries of India, Members have been provided with the facility to cast their vote electronically through the e - voting services provided by System Support Services, on all resolutions set forth in this Notice.

4. Notice of the 13[th] Annual General Meeting of the Company, inter alia, indicating the process and manner of e -voting is being sent to all the members whose e-mail IDs are registered with the Company/ Depository Participants(s) for communication purposes through electronic mode. The Notice of the 13[th] Annual General Meeting of the Company, inter alia, indicating the process and manner of e-voting is being sent through the permitted mode.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Sunday August 20, 2023 to Thursday August 24, 2023 (both day inclusive) in connection with the Annual General Meeting.

6. The Company has fixed August 19, 2023 as the cutoff date / entitlement date for identifying the Shareholders for determining the eligibility to vote in the Meeting.

7. Any member requiring further information on the Annual Report at the meeting is requested to send the queries in writing to the Company Secretary by August 21, 2023 at cs@abinfrabuild.com

8. All documents referred to in this meeting, notice and the accompanying statements are open for inspection at the registered office of the company on all working days (except Saturdays and holidays) between 10.30 A.M. to 12.30 P.M. up to the date of Annual General Meeting.

9. Pursuant to the requirement of the SEBI (Listing Regulations and Disclosure Requirements), -

2015 the Company declares that its equity shares are listed on the Stock Exchange at NSE SME Platform.

9

==> picture [511 x 52] intentionally omitted <==

1. Mr. Mehul B. Bambhroliya, M/s. BMB & Associates, Company Secretary in Practice, ACS - 28191, C.P. No.10198 has been appointed as a Scrutinizer to scrutinize the voting at the Meeting.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE ASUNDER:-

The remote e-voting period begins on Tuesday, August 22, 2023 at 9.00 A.M. and ends on Thursday, August 24, 2023 at 05.00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Saturday, August 19, 2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 19, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e -Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e- - Voting System

A) Login method for e - Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e -Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

10

==> picture [511 x 52] intentionally omitted <==

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e - Services website of NSDLViz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the“Beneficial Owner”icon under “Login” which is available under ‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e -Voting services under Value added services. Click on “Access to e -Voting” under e - Voting services and you will be able to see e -Voting page. Click on company name ore -Voting service provider i.e.NSDL and you will be re-directed toe-Voting website of NSDL for casting your vote during the remote e - Voting period or joining virtual meeting & voting during the meeting. If you are not registered forIDeASe-Services, option to register is available athttps://eservices.nsdl.com. Select “RegisterOnline forIDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.j sp Visit the e -Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e - Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL ), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e -Voting page. Click on company name ore - Voting service provider i.e. NSDL and you will be redirected to e -Voting website of NSDL for casting your vote during the remote e -Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on

11

==> picture [511 x 52] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

3. 4. Alternatively, the user can directly access e - Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will 1. 2. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website and click on login & New System Myeasi Tab and then click on registration option. www.cdslindia.com authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be able to see the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e -Voting facility. upon logging in, you will be able to see e-Voting option. Click on e -Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e - Voting feature. Click on company name or e - Voting service provider i.e. NSDL and you will be redirected to e -Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

12

==> picture [511 x 52] intentionally omitted <==

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e - Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you a re registered for NSDL eservices i.e. IDEAS, you can log - in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log - in to NSDL eservices after using your log - in credentials, click on e - Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

13

==> picture [511 x 52] intentionally omitted <==

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e - Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e -Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains yo ur ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

14

==> picture [511 x 52] intentionally omitted <==

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e - Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

15

==> picture [511 x 52] intentionally omitted <==

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs.mehul@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e - voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password? ” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e - voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to at cs@abinfrabuild.com.

2. In case shares are held in demat mode, please provide DPID - CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to at cs@abinfrabuild.com. If you are an Individual shareholders holding securities in demat mode, you are request ed to refer to the login method explained at step 1 (A) i.e.Login method for e - Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e - Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and -

email ID correctly in their demat account in order to access e Voting facility.

16

==> picture [511 x 52] intentionally omitted <==

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e -Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e -Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OA VM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e - Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi - Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@abinfrabuild.com. The same will be replied by the company suitably.

By Order of Board of Directors

For A B INFRABUILD LIMITED

Pawan Prajapati

Company secretary & Compliance officer (Membership No. A68870)

Date: August 01, 2023 Place: Mumbai

17

==> picture [511 x 52] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.2 – To appoint Mr. Shreeprakash Singh (DIN-00497750) who Retire by Rotation

Pursuant to the provision of section 152 of the Companies Act 2013 Mr. Shreeprakash Singh (DIN-00497750) being Non-Executive Director is liable to retires by rotation at this meeting and being eligible, has offered himself for re-appointment as Director of the Company.

The Board of Directors recommends this resolution as set out in Item No. 02 of this notice for approval of the members by ordinary resolution.

Except Mr. Shreeprakash Singh none of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the passing of this resolution.

Item No. 3 - To Appoint Ms. Archana Rakesh Pandey (DIN: 10121285) as Independent Director

On recommendation of Nomination and Remuneration Committee the Board appointed Ms. Archana Rakesh Pandey (DIN: 10121285) as Independent Director of the Company for a period of five years at the Board Meeting held on May 26, 2023 subject to approval of shareholders at the General Meeting.

Ms. Archana Rakesh Pandey holds a degree in the Bachelor of Arts from the Mumbai University, Mumbai and a Bachelors of Law. She is also a member of Bar council of Maharashtra & Goa. She has over 4 years of experience in the HDFC Bank Limited. In the year 2017 she has started her own legal practice as an advocate.

Ms. Archana Rakesh Pandey is an Advocate by profession therefore in order to bring diversity in the Board it is proposed to appoint new Independent Director pursuant to the provision of section 149 and 152 of the Companies Act 2013 for a tenure of 5 (Five) consecutive years for a term upto May 25, 2028 and shall not be liable to retire by rotation.

Ms. Archana Rakesh Pandey is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act 2013. She has communicated her willingness to be appointed and has given her consent to act as Independent Director of the Company.

As per the provisions of Section 149 of the Companies Act, 2013 (“Act”), an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and is not liable to retire by rotation. Ms. Archana Rakesh Pandey has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

In the opinion of the Board Ms. Archana Rakesh Pandey fulfils the conditions specified in the Companies Act 2013 for appointment as an Independent Director of the Company.

Brief profile of Ms. Archana Rakesh Pandey is given at Annexure A of this Notice.

18

==> picture [511 x 52] intentionally omitted <==

Pursuant to section 150(2) of the Companies Act, 2013 states that the appointment / re-appointment of the Independent Director shall be approved by the company in its general meeting.

Accordingly, the Directors recommends this Resolution for approval of the shareholders.

None of the Directors or Key Managerial Personnel (except Ms. Archana Rakesh Pandey) of the Company including their relatives are interested or concerned in the Resolution except to the extent of their shareholding, if any, in the Company.

Item No. 4 - To approve contact/arrangement for material Related Party Transactions with various related parties.

Section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as amended; prescribe certain procedure for approval of related party transactions. The Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also prescribed seeking of shareholder's approval for material related party transactions.

Provision to Section 188 provides that nothing contained in sub-section 188 applies where transactions are entered into by the Company in the ordinary course of business other than transactions which are not on an arm's length basis.

All the proposed transactions put up for approval are in ordinary course of business and at arm's length. Pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the following contracts / arrangements/ transactions are material in nature and require approval of unrelated shareholders of the Company by an Ordinary Resolution:

Sr. No.	Name of Related Party	Relationship	Maximum Value of Transactions per annum( ```in Crore)	Nature and Material Terms/Particulars of the contract or arrangement
1	Adhvan Infra LLP	Relative is Partner in the LLP	20.00	Sub-contracts charges given
			20.00	Mobilization/ retention advance/ Security Deposits
			10.00	Re-imbursement of expense
2	Varmine Engineering Private Limited	Common Director	20.00	Sub-contracts charges given
			20.00	Mobilization/ retention advance/ Security Deposits
			10.00	Re-imbursement of expense
3	Other Body Corporate and Entities	KMP is interested in any other Body Corporate and Entities	50.00	Any other contracts, Sub contacts retention advance and Re - imbursement of expenses

19

==> picture [511 x 52] intentionally omitted <==

As per Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all material related party transactions shall require approval of the shareholders through ordinary resolution and the related parties shall abstain from voting on such resolution whether the entity is a related party to the particular transaction or not. Further as per Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014, where any Director is interested in any contract or arrangement with a related party, such Director shall not be present at the meeting during discussion on the subject matter of the resolution relating to such contract or arrangement. Accordingly, all related parties of the Company shall not participate or vote on this resolution.

The Audit Committee and Board of Directors have reviewed the said transaction and recommend this resolution set out in Item No. 4 of this notice for approval of the members by ordinary resolution. Mr. Amit Mishra, Mr. Bharatkumar Parmar, Mr. Mukesh Pandey and Mr. Shreeprakash Singh is interested in the said resolution.

None of the other Directors and Key Managerial Personnel of the Company and their relatives, except Mr. Amit Mishra, Mr. Bharatkumar Parmar, Mr. Mukesh Pandey, Mr. Shreeprakash Singh and related parties connected to them, are concerned or interested.

By Order of Board of Directors For A B INFRABUILD LIMITED

Pawan Prajapati

Date: August 1, 2023 Place: Mumbai

Company secretary & Compliance officer (Membership No. A68870)

20

BMB & ASSOCIATES C O M P A N Y S E C R E T A R Y

==> picture [511 x 52] intentionally omitted <==

==> picture [30 x 30] intentionally omitted <==

Annexure A

Details of Directors seeking appointment at the 13 Annual General Meeting to be held on[th] August 25, 2023 [Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015]

Name	Ms. Archana Rakesh Pandey
DIN	(DIN: 10121285)
Date of Birth	21-02-1982
Age	40 Years
Date of appointment	26-05- 2023
Relationship with Directors and Key Managerial Personnel	NA
Qualification	B.A. LLB and Member of Bar council of Maharashtra & Goa
expertise in specific functional areas	Have expertise in Sales Department in Banking Sector. Legal Practitioner in a Court
skills and capabilities required	She holds a degree in the Bachelor of Arts and a Bachelors of Law. She is also a member of Bar council of Maharashtra & Goa. Hence she can provide legal a advise to the Company on the Board in various matters.
Board Membership of other listed Companies as on March 31,2023	NA
Chairmanships/Memberships of the Committees of other public limited companies as on March 31,2023	NA
Number of equity shares held in the Company as at March 31,2023	NIL
shareholding in the listed entity, including shareholding as a beneficial owner	NA

21