A B INFRABUILD LIMITED — AGM Information 2024

Aug 26, 2024

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Date: 26.08.2024

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

NSE Symbol: ABINFRA Sub. : Notice of 14th Annual General Meeting ("AGM") of the members of A B INFRABUILD LIMITED of the Company.

Dear Sir/Madam,

Pursuant to the Regulations 30(6) a nd Part A of Schedule III of the Securities an d Exchange Board of India (Listing Obligations and Disclosure R equirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), read with SEBI Circular No. CIR/C F D/CMD/4/2015 dated September 9, 2015, we submit herewith Notice convening the 14th Annual General M eeting of the Company, to be held on Wednes d ay, September 18, 2024 at 02.00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OA V M”).

The Notice of the ensuing 14th AG M of the Company is attached herewith. The sai d Notice and Annual Report are also placed on the website o f the Company at https://www.abinfrabuild.c o m/images/Notice-of-14thAGM.pdf

We request you to take the above o n record and that the same be treated as compliance under the applicable provisions of the SEBI Listing Regulat i ons.

Kindly take the same on your record s and acknowledges the receipt.

For and Behalf of A B Infrabuild Limited

AMIT Digitally signed by AMIT BHOLANATH BHOLANAT MISHRA Date: 2024.08.26 H MISHRA 12:09:03 +05'30' Amit Mishra

Managing Director

DIN: 03388129

2023-2024

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NOTICE OF 14[TH] ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 14 TH ANNUAL GENERAL MEETING (‘AGM’) OF THE MEMBERS OF A B INFRABUILD LIMITED (‘the Company’) WILL BE HELD ON WEDNESDAY, SEPTEMBER 18, 2024 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, 2024 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 March 31, 2024 and the reports of the Board of Directors and Auditors thereon laid before this meeting be and is hereby considered and adopted.”

2. TO APPOINT MR. BHARAT KUMAR PUNMAJI PARMAR (DIN - 07645422) , WHO - RETIRES 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. Bharatkumar Punmaji Parmar (DIN- 07645422 ) , 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

3. TO APPROVE INCREASE IN BORROWING POWER U/S. 180(1)(C) OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of all the earlier resolutions passed and pursuant to the provisions of Section 180(1)(c) and o ther applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, including any statutory modification(s) thereto or re - enactment(s) thereof, the consent of the members of the company be and is hereby accorded to the Board of Directors of the company to borrow money, as and when required, from bank(s), financial institution(s), foreign lender(s), any Body

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corporate entity(ies), authority (ies), through supplier’s credit, through any other instruments either in Indian rupees or in such other foreign currencies as may be permitted under law from time to time, notwithstanding that money so borrowed together with the monies already borrowed by the company, if any, apart from temporary loans obtained from the Company's bankers in the ordinary course of business, may exceed the aggregate of the paid-up share capital of the company and its free reserves (that is to say reserves not set apart for any specific purpose) provided that the total amount so borrowed by the Board shall not at any time exceed of Rs. 150.00 Crores (Rupees One Hundred and fifty Crores only) or limits so prescribed under Section 180(1)(c), as may be amended from time to time, whichever is higher.”

FURTHER RESOLVED THAT the Board of Directors of the company, be and is hereby authorized to delegate all or any of the powers conferred on it by or under the foregoing Special Resolution to any Director of the company or any other officer(s) or employee(s) of the company as it may consider appropriate in order to give effect to this resolution.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds or things as it may be necessary, proper or desirable in this regard.”

1. APPROVAL FOR INCREASE IN LIMIT OF GRANTING LOAN AND INVESTMEN AND GIVING GUARANTEE BY COMPANY U/S. 186 OF THE COMPANIES ACT, 2013

To consider and if though t fit, to pass with or without modification, if any, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 186 and any other applicable provisions of the Companies Act, 2013 read with the relevant rules made there under , including any statutory modification(s) and reenactment(s) thereof for the time being in force, subject to the terms of Articles of Association of the company and subject to such other approvals, consents, sanctions and permissions as may be necessary, the consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of the Board) for making investment(s) in excess of limits specified under section 186 of the Companies Act, 2013 from time to time in acquisition of securities of anybody corporate or for giving loans, guarantees or providing secur ities to any Body Corporate or other person /entity whether in India or outside India, as may be considered appropriate for an amount not exceeding Rs. 150.00 Crores (Rupees One Hundred and fifty Crores only), notwithstanding that such investment and acquisition together with existing investments of the company in all other bodies corporate, loans and guarantees given and securities provided shall be in excess of the limits prescribed under section 186(3) of the Companies Act, 2013, i.e. the limits available to the company is sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more.

FURTHER RESOLVED THAT, for the purpose of giving effect to the foregoing resolution, the Board be and is hereby authorized to do all such acts, deeds and things and to take all such steps as may be necessary or incidental thereto, including but not limited to delegation of all

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or any of the powers herein conferred to any Committee or any director(s) or any other officer(s)/ employee(s) of the company, or to settle any questions, difficulties or doubts that may arise in this connection, without being required to seek any further clarification, consent or approval of the members of the company."

1. 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 a Special Resolution :

“RESOLVED THAT pursuant to the provisions of section 188 and other applicable provisions, if any, of the Companies Act, 2013 (as amended or re -enacted from time to time) and the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 (including any statutory modification(s) or enactment therefore for the time being in force, the consent of the member of the Company be and is hereby accorded to enter into contract/ agreement with the Related Party for the related party Transactions as mentioned in the explanatory statement for the financial year 2024-25 of a value of Rs. 150 Crores which shall remain valid for the period of one year till Conclusion of the 15th Annual General Meeting.

By Order of Board of Directors For A B INFRABUILD LIMITED Sd/- Pooja Soni Company Secretary & Compliance officer (Membership No.A34355)

Sd/-

Date: 16.08.2024 Place: Mumbai

NOTES:

1. 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 14th AGM of the Company through VC/OAVM.

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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 Corporates are entitled to appoint authorized representatives

to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

1. 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.

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

3. 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 Bigshare Services Private Limited facilitating voting through electronic -

means, as the authorized agency. The facility of casting votes by a member using remotee Voting system as well as venue voting on the date of the AGM will be provided by Bigshare Services Private Limited.

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 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 14[th] AGM Notice is also available on the website of Bigshare Services Private Limited (agency for providing the Remote e - Voting facility) i.e.https://ivote.bigshareonline.com/landing

2. [8.][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 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

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1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 setting out facts concerning the business under 3 and 4 of the Notice is annexed hereto.

2. 10.Members are requested to intimate the Registrar and Share Transfer Agent of the Company Bigshare Services Private Limited, PINNACLE BUSINESS PARK, Office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra - 400093, 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.

3. 11.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.

4. 12.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.

5. 13.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. 2023 -24 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 investor@bigshareonline.com. Members may also note that the

6. Annual Report for F.Y. 2023-24 will also be available on the Company’s website www.abinfrabuild.com

.

• 14.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.

• 15.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.

• 16.To support the ‘Green Ini tiative’ 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.

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• 17.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 S ervices, on all resolutions set forth in this Notice.

• 18.Notice of the 14[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 14[th] Annual General Meeting of the Company, inter alia, indicating the process and manner of e-voting is being sent through the permitted mode.

• 19.The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, September 12 , 2024 to Tuesday, September 17[th] , 2024 (both days inclusive) in connection with the Annual General Meeting.

• 20.The Company has fixed Wednesday, September 11, 2024 as the cutoff date/entitlement date for identifying the Shareholders for determining the eligibility to vote in the Meeting. The e - voting shall commence on 15[th ] September, 2024 at 09: 00 A.M and ends at 05:00 P.M on 17[th] September, 2024.

• 21.Any member requir ing further information on the Annual Report at the meeting is requested to send the queries in writing to the Company Secretary by September 13, 2024 at cs@abinfrabuild.com .

• 22.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.

• 23.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.

• 24.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.

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

How do I vote electronically using Bigshare i-Vote E-Voting System ?

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• 1.The voting period begins on Sunday, 15[th] September, 2024 at 09:00 A.M and ends on 17[th] September, 2024 at 05:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut - off date of Wednesday September 11, 2024 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter. 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 September 11, 2024.

• i. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e - voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been -

• observed that the participation by the public non institutional shareholders / retail shareholders is at a negligible level.

Currently, there are multiple e -voting service providers (ESPs) providing e - voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

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1. Pursuant to above said SEBI Circular, Login method for e -Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1. 2. 3. 4.	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 URL for users to login to Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/loginor visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use 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 e-voting is in progress as per the information provided by company. On clicking the e - voting option, the user will be able to see e - Voting page ofBIGSHAREthe e- Voting service provider and you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e - Voting Service Providers i.e.BIGSHARE, 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 https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration Alternatively, the user can directly access e -Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin the system will 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 e -Voting option where the evoting is in progress, and also able to directly access the system of all e -Voting Service Providers. Click onBIGSHAREand you will be re - directed toi-Votewebsite for casting your duringthe remote e-voting period.
Individual Shareholders holding securities in demat mode withNSDL	1. 2.	If you are already registered for NSDL IDeAS facility, please visit the e - Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e - Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e - Voting 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 or e- Voting service provider nameBIGSHAREand you will be re-directed to i-Votewebsite for casting your vote during the remote e -Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e - Ser vices, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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3. 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 or e- Voting service provider nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e- Voting period orjoiningvirtual meeting& votingduringthe meeting

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of you r demat account through your Depository Participant registered with NSDL/CDSL for e - Voting facility. After Successful login, you will be able to see e -Voting option. Once you 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 name and you will be redirected to e - Voting service provider website for casting yo ur vote during the remote e -Voting period or joining virtual meeting & voting during the meeting.

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. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

2. Login method for e -Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below: § You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com.

• § Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E - Voting Platform.

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• § Please enter you ‘USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

• o Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

• Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i -vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• § Click on I AM NOT A ROBOT (CAPTCHA) option and lo gin.

NOTE: If Shareholders are holding shares in demat form and have registered on to e- Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• § If you have forgotten the password: Click on ‘LOGIN’ under ‘ INVESTOR LOGIN’ tab and then Click on ‘Forgot your password?

• § Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘Reset’ .

• (In case a shareholder is having valid email address, Password will be sent to his/her registered e-mail address).

Voting method for shareholders on i -Vote E - voting portal:

• § After successful login, Bigshare E-voting system page will appear.

• § Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• § Select event for which you are desire to vote under the dropdown option.

• § Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• § Cast your vote by selecting an appropriate option “ INFAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• § Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

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2. Custodian registration process for i - Vote E - Voting Website:

• § You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• § Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

• § Enter all required details and submit.

• § After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

• NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com

• and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• § If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• § Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

(In case a custodian is having valid email address, Password will be sent to his / her registered e- mail address).

Voting method for Custodian on i -Vote E-voting portal:

• § After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• § First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

• : The power of attorney (POA) or board resolution has to be named as the

• “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• § Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• § Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

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- Helpdesk for queries regarding e voting:

Helpdesk for queries regarding e-voting:
**Login type **		Helpdesk details
Shareholder’s other than individual shareholders holding shares in Demat mode & Physical mode.		In case shareholders / investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com , under download section or you can email us to ivote@bigshareonline.comor call us at: 1800 22 54 22.

3. Procedure for joining the 14TH AGM through VC/ OAVM : For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• § The Members may attend the AGM through VC/ OAVM at https://ivote.bigshareonline.com under Investor login by using the e - voting credentials (i.e., User ID and Password).

• §[After successful login, ] [Bigshare E-voting system] page will appear.

• § Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• § Select event for which you are desire to attend the 14TH AGM under the dropdown option.

• § For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “ VIDEO CONFERENCE LINK” option.

• § Members attending the 14TH AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The instructions for Members for e - voting on the day of the 14TH AGM are as under: -

• § The Members can join the 14TH AGM in the VC/ OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e - voting on the day of the 14[th] AGM is same as the instructions mentioned above for remote e -voting.

• § Only those members/shareholders, who will be present in the 14TH 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 14TH AGM.

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

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Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions (‘FAQs’) available at https://ivote.bigshareonline.com , under download section or you c an email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

By Order of Board of Directors For A B INFRABUILD LIMITED

Sd/-

Pooja Soni Company Secretary & Compliance officer (Membership No.A34355)

Date: 16.08.2024 Place: Mumbai

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

ITEM NO. 3 – TO APPROVE INCREASE IN BORROWING POWER U/S. 180(1) (C) OF THE COMPANIES ACT, 2013

Keeping in view the existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid - up capital, free reserves and Securities premium, if any, of the Company. Hence it is proposed to increase the maximum borrowing limits to 150 crores for the Company. Pursuant to Section 180(1 ) (c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid - up capital of the Company, free reserves and Securities Premium, if any, at any one time except with the consent of the members of the Company in a general meeting. In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole or part of the undertaking of the Company. Further, Section 180(1) (a) of the Companies Act, 2013 provides f or the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the General Meeting, which authorization is also proposed to be increased to Rs. 150 Crores for the Company.

The Directors, therefore, recommend the Resolution as set out in item no. 3 for the approval of the Members of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way, financially or otherwise conce rned or interested in this Resolution.

ITEM NO. 4 - APPROVAL FOR INCREASE IN LIMIT OF GRANTING LOAN AND INVESTMENT AND GIVING GUARANTEE BY COMPANY U/S. 186 OF THE COMPANIES ACT, 2013

The Company has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate from time to time, in compliance with the applicable provisions of the Act.

The provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that no company is permitted to, directly or indirectly,

(a) Give any loan to any person or other body corporate;

(b) Give any guarantee or provide security in connection with a loan to any other body corporate or person; and

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(c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid - up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more.

Further, the said Section provides that where the giving of any loan or guarantee or providing any security or the acquisition as provided under Section 186(2) of the Act, exceeds the limits specified therein, with prior approval of Members by means of a Special Resolution is required to be passed by in AGM. In view of the above and considering the long term business plans of the Company, which requires the Company to make sizeable loans / investments and issue guarantees / securities to persons or bodies corporate, from time to time, prior approval of the Members is being sought for enhancing the said limits, subject to the approval of members the limit to be increased is up to Rs. 150 Crores for the company. Hence, the Special Resolution at Item No.4 of the Notice, notwithstanding the fact that the same exceeds the limits provided under Section 186 of the Act. The Directors, therefore, recommend the Resolution as set out in item no. 4 for the approval of the Members of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way, financially or otherwise concerned or interested in 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 Special Resolution.

None of the Directors, Key Managerial Personnel and their relatives are in any way, financially or otherwise concerned o r interested in this Resolution.

ITEM NO. 5 - TO APPROVE CONTACT / ARRANGEMENT FOR MATERIAL RELATED PARTY TRANSACTIONS WITH VARIOUS RELATED PARTIES

In terms of the provisions of Section 188 of the Companies Act, 2013, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and AS - 18 , the contracts / arrangements / transactions relating to sale, purchase, transfer or receipt of products, goods, materials, assets or services, selling or otherwise disposing, lending, borrowing, Sub Contract Arrangement, appointment to any office or place of profit, availing or rendering of any services, leasing of property with the below stated related parties:

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No.	Particulars		Details
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)		- A B Infravision Private Limited (Common Director or relatives of Director) - Adhvan Infra LLP (Common Partner or relatives of partner) - Varmine Engineering Private Limited (Common Director or relatives of Director)
2.	Name of Director(s) or key Managerial Personnel who is related, if any		Amit Mishra Bharat P Parmar Mukesh Pandey Vanita Bhuva Udayan Chindarkar Archana Pandey Danish Salmani Pooja Soni Savita Mishra (Relatives of KMP) Shivani Mishra (Relatives of KMP) Deepika Mishra (Relatives of KMP)
3.	Type, Tenure, Material terms and particulars		Recurring, short term and unsecured in nature and repayable on demand
4.	Value of the transaction		Rs. 150 Crores aggregate from all the relatedparties.
2.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction		Not applicable

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6.	Details of the transaction relating to any lo ans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary	Loans, Advances, Remuneration, sub - Contract Charges, Interest received and Deposits , purchase of Property, Rent Deposits , share issue proceeds and any other contracts, sub - contracts retention advance and reimbursement of expenses
7.	Any valuation or other external party report relied upon by the listed entity in relation to the transaction	Not Applicable

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 Special 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 are lated 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. 5 of this notice for approval of the members by Special 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 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 including Key Managerial Personnel.

By Order of Board of Directors For A B INFRABUILD LIMITED

Sd/-

Pooja Soni Company Secretary & Compliance officer (Membership No. A34355)

Date: 16.08.2024 Place: Mumbai

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