A B INFRABUILD LIMITED - Proxy Solicitation & Information Statement 2023

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Date: 12[th] April 2023

To, The Manager, Listing Department, National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400051

Dear Sir / Madam,

Subject: Notice for Extra-Ordinary General Meeting– Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Reference: NSE Code ABINFRA

Enclose herewith copy of the notice to members dated Tuesday, April 11, 2023 , for holding ExtraOrdinary General Meeting of the Company on Thursday, May 04, 2023 . The Notice of the ExtraOrdinary General Meeting has been dispatched to the shareholders of the Company on Wednesday, April 12, 2023. The Company has engaged the services of National Securities Depository Limited (NSDL) for providing the remote e-voting facility to enable members to cast their votes electronically.

This is for your information and records.

Yours Faithfully

For A B Infrabuild Limited

Pawan Digitally signed by Pawan Radheshyam Radheshyam Prajapati Date: 2023.04.12 Prajapati 17:34:00 +05'30' Pawan R Prajapati Company Secretary & Compliance Officer ICSI Membership Number A68870

Extra Ordinary General Meeting

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NOTICE IS HEREBY GIVEN THAT THE 1[st] EXTRA ORDINARY GENERAL MEETING (“EOGM”) (2023-24) OF THE MEMBERS OF A B INFRABUILD LIMITED WILL BE HELD ON THURSDAY, 04TH MAY 2023 AT 2.00 PM THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESSES:

ITEM NUMBER 1: INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:

To consider and, if thought fit, to pass the following resolution as Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of section 61,13 and other applicable provisions if any, of the Companies Act, 2013 (the “Act”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and the rules made thereunder, the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to requisite approvals, consents, permissions and/or sanctions, from appropriate statutory, regulatory or other authority as required, consent of the members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from existing Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each;

RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any of the Companies Act, 2013 and rules made thereunder, consent of the members of the Company be and is hereby further accorded for alteration of Clause V(a) of the Memorandum of Association of the Company by substituting the following new Clause V(a) as under:

“ V(a). The Authorized Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each.”

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filling of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect this resolution.”

ITEM NUMBER 2: TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE PROMOTERS, PROMOTER GROUP AND NON- PROMOTER CATEGORIES OF PERSONS:

To consider and if thought fit and pass the following resolution as a Special Resolution :

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Extra Ordinary General Meeting

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Securities and Exchange Board of India (“SEBI”) and the Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) and/or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, Consent of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot from time to time, in one or more tranches upto86,68,000 Equity Shares of Rs. 10/- [Rupees Ten] each for cash at an issue price of Rs. 10.80/- [Rupees Ten& Eighty Paisa]per share total aggregating to Rs. 9,36,14,400 [Rupees Nine Crore Thirty-Six Lakhs Fourteen Thousand Four Hundred Only] to the below mentioned proposed allottee(s) by way of preferential issue in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI (ICDR) Regulations and other applicable laws:

Sr #	Name of the Proposed Allottee	Category	Maximum No. of shares proposed to be allotted
1	AvanibenSunilbhai Bhindi	Non-Promoter Public	72,000
2	Bharat Ishwerlal Thakkar	Non-Promoter Public	1,00,000
3	Bharat Ishwerlal Thakkar(Huf)	Non-Promoter Public	1,24,000
4	ChiragShah	Non-Promoter Public	10,00,000
5	Janvi Darshan Pala	Non-Promoter Public	72,000
6	Jaya Krishna Kanhaiya Ranga	Non-Promoter Public	52,000
7	PadmabenPiyushkumar Modi	Non-Promoter Public	1,00,000
8	Rajsingh Ramdas Kanojia	Non-Promoter Public	24,000
9	Sahil Bharat Thakkar	Non-Promoter Public	1,52,000
10	Sangita Bharat Thakkar	Non-Promoter Public	1,24,000
11	Sunilkumar Manilal Bhindi	Non-Promoter Public	72,000
12	Sunilkumar Manilal Bhindi HUF	Non-Promoter Public	44,000
13	BhaviJitendra Sanghavi	Non-Promoter Public	6,00,000
14	Darshana Yogesh Sanghavi	Non-Promoter Public	6,00,000
15	Harshad Rasiklal Sheth	Non-Promoter Public	18,00,000
16	Jitendra Rasiklal Sanghavi	Non-Promoter Public	15,32,000
17	Yogeshkumar Rasiklal Sanghavi	Non-Promoter Public	15,32,000
18	SandeepPandey	Non-Promoter Public	1,52,000
19	Shruti Santosh Bharti	Non-Promoter Public	1,52,000
20	Akhilesh M Chaubey	Non-Promoter Public	1,52,000
21	Amit Bholanath Mishra	Promoter	12,000
22	Deepika Amit Mishra	Promoter Group	1,00,000
23	Shivani Amit Mishra	Promoter Group	1,00,000
Total			86,68,000

RESOLVED FURTHER THAT the Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations for determination of the issue price of Equity Shares is Monday 03[rd] April 2023 i.e., 30 days prior to the date of Passing of the Special Resolution. Since, Tuesday 04[th] April 2023 was aholiday, the day preceding the holiday is reckoned as the relevant date i.e.,Monday 03[rd] April 2023.

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Extra Ordinary General Meeting

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RESOLVED FURTHER THAT the offer, issue, and allotment of the aforesaid Equity Shares to the proposed allottees shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

a) The Allottee shall be required to bring in 100% of consideration, for the relevant equity shares to be allotted on or before the date of allotment hereof.

b) The consideration for allotment of relevant equity shares shall be paid to the company by the proposed allottee from their respective bank accounts.

c) The Equity Shares so allotted to the Proposed Allottees under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations, 2018 except to the extent and in the manner permitted there under; d) Allotment of the Equity Shares shall only be made in dematerialized form;

e) The allotment of Equity Shares shall be completed within a period of 15 days from the date of passing this resolution, provided that where the allotment is pending on account of pendency of any approval by any regulatory authority, or the Central Government then, the allotment shall be completed within 15 days from the date of receipt of such approval.

f) The Equity Shares proposed to be issued shall rank pari passu with the existing Equity Shares of the Company in all respects and that the Equity Shares so allotted shall be entitled to the dividend declared, if any, including other corporate benefits, if any.

g) The issue and allotment of equity shares shall be subject to the requirements of all applicable laws and pursuant to the provisions of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to make an offer to the proposed allottees through private placement offer cum application letter (In the format of ‘Form PAS-4’) immediately after passing of this resolution with a stipulation that allotment would be made only upon receipt of in-principle approval from the stock exchange;

RESOLVED FURTHER THAT in case of non-subscription from any proposed Allottees, the Board of Directors of the Company shall have the power to allot same to any other proposed Allottees or dispose of such shares in the manner as they deem fit and beneficial in the interest of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of SEBI ICDR Regulations, 2018 and other applicable laws, the Board be and is hereby authorized to decide, approve, vary, modify and alter the terms and conditions of the issue of the Shares, as it may, in its sole and absolute discretion deem fit within the scope of this approval of Members and expedient and to make an offer to the Allottee through private placement offer cum application letter in Form PAS- 4 as prescribed under the Companies Act, 2013, without being required to seek any further Consent or Approval of the Members;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents and to authorize such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of Equity Shares and application for in-principle approval, listing approval thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also

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Extra Ordinary General Meeting

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to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.”

ITEM NUMBER 3: TO CONSIDER AND APPROVE ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO THE PROMOTERS, PROMOTER GROUP AND NON- PROMOTER CATEGORIES OF PERSONS:

To consider and if thought fit and pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof for the time being in force) (“the Act”) and the enabling provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [“SEBI (ICDR) Regulations”], the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR), Regulations”] and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [“SEBI (Takeover) Code”] (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”), the Registrar of Companies (the “ROC”), Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”) and the Stock Exchanges where the shares of the Company are listed (“Stock Exchanges”) and/or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, Consent of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot from time to time, in one or more tranches upto2,63,68,000 [Two Crore Sixty Three Lakhs Sixty Eight Thousand] Fully Convertible Warrants (“Warrants/ Convertible Warrants”) for cash at an issue price of Rs. 10.80/- (Rupees Ten & Eighty Paisa Only) per warrant with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten) each of the Company (“Equity Shares”) at a premium of Rs. 0.80/- (Eighty Paisa Only) per share for each warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating to Rs. 28,47,74,400/- (Rupees Twenty Eight Crore Forty Seven Lakhs Seventy Four Thousand Four Hundred Only) to the below mentioned proposed allottee(s) by way of preferential issue in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI (ICDR) Regulations and other applicable laws:

Sr #	Name of the Proposed Allottee	Category	Maximum No. of warrants proposed to be allotted
1	Hitesh Natwarlal Kawa	Non-Promoter Public	23,00,000
2	Natwarlal K. Kawa,HUF	Non-Promoter Public	6,00,000
3	Roopal H Kawa	Non-Promoter Public	13,44,000
4	Jitendra R Sanghavi(Huf)	Non-Promoter Public	10,00,000
5	Rasiklal P Sanghavi(Huf)	Non-Promoter Public	10,00,000
6	Rushabh Sevantilal Sanghavi	Non-Promoter Public	4,32,000
7	Sushila Rasiklal Sanghavi	Non-Promoter Public	6,52,000
8	Yogesh Sanghavi HUF	Non-Promoter Public	10,00,000

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Extra Ordinary General Meeting

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9	Bijal Kaushik Gandhi	Non-Promoter Public	12,52,000
10	Kaushik Hasmukhlal Gandhi	Non-Promoter Public	12,52,000
11	Kaushik Hasmukhlal Gandhi Huf	Non-Promoter Public	5,00,000
12	Nimesh Sahadeo Singh	Non-Promoter Public	10,00,000
13	Nimesh Singh Huf	Non-Promoter Public	10,00,000
14	Priti Nimesh Singh	Non-Promoter Public	10,00,000
15	Amit Bholanath Mishra	Promoter	75,88,000
16	Bharatkumar P Parmar	Promoter Group	10,00,000
17	Savita Amit Mishra	Promoter Group	34,48,000
Total			2,63,68,000

RESOLVED FURTHER THAT the Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations for determination of the issue price of Warrants/ Convertible Warrants is Monday 03[rd] April 2023 i.e., 30 days prior to the date of Passing of the Special Resolution. Since, Tuesday 04[th] April 2023 was aholiday, the day preceding the holiday is reckoned as the relevant date i.e., Monday 03[rd] April 2023.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on exercise of the Warrants under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under the applicable laws:

a. An amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares pursuant to exercise of the right attached to Warrants to subscribe to Equity Shares. The amount paid against Warrants shall be adjusted/set-off against the issue price for the resultant Equity Shares;

b. Each Warrant held by the Proposed Allottee shall entitle each of them to apply for and obtain allotment of 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) at any time after the date of allotment but on or before the expiry of 18 (Eighteen) months from the date of allotment of warrants (the “Warrant Exercise Period”);

c. The Warrants, being allotted to the Proposed Allottees and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock in for such period as may be prescribed under the SEBI ICDR Regulations;

d. The Warrants shall be allotted in dematerialized form within a period of 15 (Fifteen) days from the date of passing of this shareholders resolution, provided that where the allotment of warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission;

e. The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;

f. The Warrants and the equity shares be allotted on exercise of the warrants under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under;

g. The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further

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approval from the Members, allot the corresponding number of Equity Shares in dematerialized form as per SEBI ICDR Regulations;

h. The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;

i. In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited;

j. The said Warrants by themselves until exercise of conversion option and Equity Shares allotted, does not give to the Warrant holder any rights with respect to that of the Shareholders of the Company.

k. The Equity Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger/ realignment, rights issue or undertakes consolidation/ sub-division/ reclassification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time.

l. The Equity Shares arising from the exercise of the Equity Warrants will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals, as the case may be, and shall inter-alia be governed by the regulations and guidelines issued by SEBI or any other statutory authority;

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option by the warrant holder(s);

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and allotment of the warrants and the Equity Shares on conversion of warrants and application for inprinciple approval, listing approval thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive;

By order of the Board of Directors For, A B Infrabuild Limited

Digitally signed by Pawan Pawan Radheshyam Radheshyam Prajapati Prajapati Date: 2023.04.12 12:19:02 +05'30' Pawan R Prajapati Company Secretary & Compliance Officer ICSI Membership Number A68870 Date: 11th April, 2023 Place: Mumbai

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NOTES TO THE NOTICE : -

With Reference to General Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 8, 2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 02/2022 dated May 5, 2022 and Circular No. 10/2022 dated December 28, 2022 respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”) and pursuant to Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD1/ CIR/ P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/ CFD/CMD2/ CIR /P/2021/11 dated January 15, 2021 and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (“SEBI Circulars”) and in compliance with the provisions of the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations/SEBI Listing Regulations”), the Extra Ordinary General Meeting of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue. The deemed venue for the EOGM shall be the Registered Office of the Company.
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 themembers is not available for this EOGM. However, the Body Corporates are entitled toappoint authorised representatives to attend the EOGM through VC/OAVM andparticipate thereat and cast their votes through e-voting.
The Members can join the EOGMin the VC/OAVM mode 15 minutes before and afterthe scheduled time of the commencement of the Meeting by following the procedurementioned in the Notice. The facility of participation at the EOGMthrough VC/OAVM willbe made available for 1000 members on first come first served basis. This will notinclude large Shareholders (Shareholders holding 2% or more shareholding),Promoters, Institutional Investors, Directors, Key Managerial Personnel, theChairpersons of the Audit Committee, Nomination and Remuneration Committee andStakeholders Relationship Committee, Auditors etc. who are allowed to attend the EOGMwithout restriction on account of first come first served basis.
The attendance of the Members attending the EOGMthrough VC/OAVM will be countedfor the purpose of reckoning the quorum under Section 103 of the Companies Act,2013.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (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 itsMembers in respect of the business to be transacted at the EOGM. For this purpose,the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorizedagency. The facility of casting votes by a member using remote e-Voting system aswell as venue voting on the date of the EOGMwill be provided by NSDL.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the EOGMhas been uploaded on the website of theCompany at www.abinfrabuild.com. The Notice can also be accessed from the websites ofthe Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited www.nseindia.com respectively and the EOGMNotice is alsoavailable on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.
EOGMhas been convened through VC/OAVM in compliance with applicable provisions ofthe Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020and

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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.

The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut of date Thursday 27[th] April 2023 . Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Thursday 27[th] April 2023 , may obtain the login ID and password by sending a request at Issuer/ RTA.
A member may participate in the EOGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EOGM & A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting during the EOGM.
The Board of Directors in their meeting held on 11[th] April 2023 have appointed Mehul B. Bambhroliya, Practising Company Secretaries as the Scrutinizer for the voting and remote e- voting process in a fair and transparent manner.
The Chairman shall, at the EOGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e- voting” for all those members who are present at the EOGM but have not cast their votes by availing the remote e-voting facility and The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days of the conclusion of the EOGM, a consolidated scrutinizer report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forth with.
The Result declared along with the report of the scrutinizer shall be placed on the website of the Company www.abinfrabuild.comand on the website of the Stock Exchange.

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

The remote e-voting period begins on 01st May 2023 at 09:00 am and ends on 03rd May 2023 at 05:00 pm. The remote e-votingmodule 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.27th April 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 27th April 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.

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.	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 holdingsecurities in demat mode isgiven below:
Type of shareholders	Login Method

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Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL holding securities in demat Viz. https://eservices.nsdl.com either on a Personal Computer mode with NSDL. 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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
1. If you are not registered for IDeAS e-Services, 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
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. 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 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.
1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can holding securities in demat login through their existing user id and password. Option will mode with CDSL 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.
1. 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

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	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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. 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-VotingService 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.

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.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on
login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available onwww.cdslindia.comhome page. 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-VotingService 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.

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 [email protected] 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 [email protected] 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.

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Alternatively, if you are 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.

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

Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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.
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 your ‘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.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

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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?

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.
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 Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
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.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected] 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.
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.
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 7000or send a request to Ms. Pallavi Mhatre at [email protected]

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 :

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 [email protected].
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 [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested 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 .
Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e-voting by providing above mentioned documents.

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Extra Ordinary General Meeting

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.

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

The procedure for e-Voting on the day of the EOGMis same as the instructions mentioned above forremote e-voting.
Only those Members/ shareholders, who will be present in the EOGMthroughVC/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 tovote through e-Voting system in the EOGM.
Members who have voted through Remote e-Voting will be eligible to attend theEOGM. However, they will not be eligible to vote at the EOGM.
The details of the person who may be contacted for any grievances connectedwith the facility for e-Voting on the day of the EOGMshall be the same person mentionedfor Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EOGM THROUGHVC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the EOGMthrough 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/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
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 [email protected]. The same will be replied by the company suitably.

By order of the Board of Directors For, A B Infrabuild Limited

Pawan Digitally signed by Pawan Radheshyam Radheshyam Prajapati Date: 2023.04.12 12:19:35 Prajapati +05'30' Pawan R Prajapati Company Secretary & Compliance Officer ICSI Membership Number A68870 Date: 11th April, 2023 Place: Mumbai

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

ITEM NUMBER 1

The present Authorised Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Croreonly) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity shares of Rs. 10/- (Rupees Ten only) each. Considering the increased fund requirements and future plans of the Company, the Board at its Meeting held on Tuesday, April 11, 2023, had accorded its approval for increasing the Authorised Share Capital from Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each subject to shareholder’s approval.

The Company is in the business of construction of civil and structural work, new station infrastructure, redevelopment of old stations, new railway lines, gauge conversion, track linking, track formation, building of Rail Over Bridge, Foot Over Bridge etc. The Company requires infusion of funds for enhancement of its capital base and to augment the long-term funding needs viz., to support the expansion of business and for general corporate purposes and working capital requirements.

Such fund requirements can be meet by the Company either through capital fund or borrowed fund. Hence, to ensure the smooth flow of the business the Board of Directors of the Company in their meeting held on Tuesday, April 11, 2023 proposed to increase the Authorised Share Capital subject to the necessary approval.

Hence, pursuant to the provision of section 61 and section 13 of the Companies Act 2013 it is proposed to increase the Authorised Share Capital of the Company from Rs. Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration/substituted so as to reflect the changed Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association & Articles of Association of the Company requires approval of shareholders.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection in the manner provided in the Notes of the Notice.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The Board recommends the Ordinary Resolution set out at Item number 1 of the accompanying Notice in the interests of the Company.

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ITEM NUMBER 2

The Company requires infusion of funds for enhancement of its capital base and to augment the longterm funding needs viz., to invest in companies, body corporates for future expansion plans & activities, financing future growth opportunities & to meet working capital requirements.

Such fund requirements can be meet by the Company either through capital fund or borrowed fund. Hence, to ensure the smooth flow of the business and no further increase in borrowed funds of the Company, the Board of Directors of the Company in their meeting held on Tuesday April 11, 2023 subject to the necessary approval have considered and approved raising of funds by issue of Equity Shares up to 86,68,000 having face value of Rs. 10 (Rupees Ten) and at an issue price of Rs. 10.80/(Rupees Ten & Eighty Paisa Only) total aggregating to Rs. 9,36,14,400 [Nine Crore Thirty Six Lakhs Fourteen Thousand & Four Hundred Only) on preferential basis pursuant to sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR) Regulations and the SEBI (LODR) Regulations as amended from time to timesubject to approval of shareholders at the Extra-Ordinary General Meeting.

Hence, the Board of Directors of your Company recommends the resolution for approval of the shareholders in form of Special Resolution in the best interests of the Company.

The Company is otherwise eligible to make the Preferential Issue in terms of the provisions of Chapter V of the SEBI (ICDR) Regulations. There will be no change in the control or management of the Company pursuant to the proposed preferential issue. Consequent to the allotment of equity shares, the shareholding of the Promoters and Promoter Group may decrease as per details given in this statement.

Disclosure as required under rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“SEBI (ICDR) Regulations “) are as follows:

1. Objects of the Preferential Issue: The object of the issue are: -

To purchase immovable property of Rs. 2,65,21,000/- [Rupees Two Crore Sixty Five Lakhs Twenty One Thousand Only]; &
To invest in companies, body corporates for future expansion plans & activities, financing future growth opportunities & working capital requirements of the Company-Not less than Rs. 4,36,89,800/- [Rupees Four Crore Thirty Six Lakhs Eighty Nine Thousand Eight Hundred Only] and
To meet general corporate purpose which shall not exceed 25% of the Issue Size i.e. Not exceeding Rs. 2,34,03,600/- (Rupees Two crore Thirty Four Lakhs Three Thousand & Six Hundred Only).

Any amount in excess unutilised portion of the receipt under general corporate purpose will be utilised by the Company for meeting its working capital requirement. The said proceeds will be used within a due course of time. Till the time the proceeds are not utilised by the Company, it will be kept in the Bank Account of the Company.

2. The total/maximum number of securities to be issued/particulars of the offer/Kinds of securities offered and the price at which security is being offered number of securities to be issued and pricing :

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The resolution set out in the accompanying notice authorises the Board to create, offer, issue, and allot from time to time, in one or more tranches up to 86,68,000 Equity Shares at an issue price of Rs. 10/(Rupees Ten Only) per share total aggregating to Rs. 9,36,14,400 [Nine Crore Thirty Six Lakhs Fourteen Thousand & Four Hundred Only) on preferential and private placement basis and resolution for the same has been passed by the Board of Directors in their meeting held on Tuesday,April 11, 2023.

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made :

The Equity Shares of the Company are listed on NSE. The Equity shares of the Company is infrequently traded, the price is determined pursuant to Regulation 165 of SEBI (ICDR) Regulations. The Relevant Date, as per the provisions of Chapter V of the SEBI (ICDR) Regulations for determination of the issue price of Equity Shares is Monday April 03, 2023.The Articles of Association of the issuer does not provide for a method of determination which results in a floor price higher than that determined under ICDR Regulations, 2018.

4. Name and Address of Valuer who performed Valuation :

Suman Kumar Verma Registered Valuer IBBI Reg. No.: IBBl/RV/05/2019/12376

Address: B-503, 5th Floor, Vasant Marvel Glory, We Highway, Mumbai Borivali East, Suburban, Maharashtra, 400066, email [email protected].

5. Amount which the Company intends to raise by way of issue of Equity Shares :

Up toRs. 9,36,14,400 [Nine Crore Thirty-Six Lakhs Fourteen Thousand & Four Hundred Only.

6. Principal terms of Assets charged as securities:

Not Applicable

7. Intention/ Contribution of promoters/directors/key managerial personnel to subscribe to the offer:

None of the existing promoters, promoter group, directors or key managerial personnel or promoters intends to subscribe to the proposed issue or furtherance of objects except Mr. Amit Bholanath Mishra (Promoter & Director), Ms. Deepika Amit Mishra, Ms. Shivani Amit Mishra and Bharatkumar Punmaji Parmar (Members of the Promoter Group)

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue

of Equity Shares as follows :Please refer “Annexure – A” to this Notice for details

9. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed: The allotment of Equity Shares shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s).

10. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue: There shall be no change in management or control of the Company pursuant to the issue and allotment of equity shares.

11. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :

During the year i.e. from April 01, 2022, no preferential allotment has been made to any person by the Company.

12. Valuation for consideration other than cash :

Not applicable.

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13. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer OR where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed : Not applicable.

14. Lock-in :

The Equity Shares shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations

15. Listing :

The Company will make an application to the Stock Exchange at which the existing shares are already listed, for listing of the equity shares being issued. Such Equity Shares, once allotted, shall rank paripassu with the existing equity shares of the Company in all respects, including dividend.

16. Certificate :

As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from a Practicing Company Secretary, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations, will be kept open for inspection at the Registered Office of the Company between 11:00 AM and 1:00 PM on all working days between Monday to Friday of every week, up to the date of close of remote e-voting period. The certificate of the practising company secretary can also be accessed on the company website on the following link https://www.abinfrabuild.com/

17. Undertakings :

The Company hereby undertakes that:

i. It would re-compute the price of the securities specified above in terms of the provisions of SEBI(ICDR) Regulations, where it is so required;

ii. If the amount payable, if any, on account of the re-computation of price is not paid within the stipulated in SEBI (ICDR) regulations the above Equity shares shall be continued to be locked in till such amount is paid by the allottees;

iii. All the equity shares held by the proposed allottees in the company are in dematerialized form only;

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

It is hereby confirmed that, neither the Company nor its promoters or directors is a wilful defaulter or a fraudulent borrower as per Regulation 163(1)(i) of Chapter V read with schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, none of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

19. Identity of proposed allotteesthe percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue and the Current and proposed status of the allottee(s) post preferential issues namely, promoter or non-promoter :

Sr. #	Name of the proposed allottee	Pre- issue Category	Name of the natural persons who are the ultimate beneficia l owners	Pre-Issue Holding	Pre-Issue Holding	No. of shares to be issued	Shareholding post allotment of Equity & Warrants	Shareholding post allotment of Equity & Warrants	Post- issue Category
				No. of Equity Shares	% of Holdi ng		No. of Equity Shares	% of Holdin g
1.	Avaniben Sunilbhai Bhindi	Non- Promoter Public	--	-	-	72,000	72,000	0.15	Non- Promote r Public
2.	Bharat	Non-	--	-	-	1,00,000	1,00,000	0.21	Non-

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	Ishwerlal Thakkar	Promoter Public							Promote r Public
3.	Bharat Ishwerlal Thakkar (Huf)	Non- Promoter Public	Bharat Ishwerlal Thakkar	-	-	1,24,000	1,24,000	0.26	Non- Promote r Public
4.	Chirag Jitendra Shah	Non- Promoter Public	--	-	-	10,00,000	10,00,00 0	2.10	Non- Promote r Public
5.	Janvi Darshan Pala	Non- Promoter Public	--	-	-	72,000	72,000	0.15	Non- Promote r Public
6.	Jaya Krishna Kanhaiya Ranga	Non- Promoter Public	--	-	-	52,000	52,000	0.11	Non- Promote r Public
7.	Padmaben Piyushku mar Modi	Non- Promoter Public	--	-	-	1,00,000	1,00,000	0.21	Non- Promote r Public
8.	Rajsingh Ramdas Kanojia	Non- Promoter Public	--	-	-	24,000	24,000	0.05	Non- Promote r Public
9.	Sahil Bharat Thakkar	Non- Promoter Public	--	-	-	1,52,000	1,52,000	0.32	Non- Promote r Public
10.	Sangita Bharat Thakkar	Non- Promoter Public	--	-	-	1,24,000	1,24,000	0.26	Non- Promote r Public
11.	Sunilkuma r Manilal Bhindi	Non- Promoter Public	Sunilkuma r Manilal Bhindi	-	-	72,000	72,000	0.15	Non- Promote r Public
12.	Sunilkuma r Manilal Bhindi HUF	Non- Promoter Public	--	-	-	44,000	44,000	0.09	Non- Promote r Public
13.	Bhavi Jitendra Sanghavi	Non- Promoter Public	--	-	-	6,00,000	6,00,000	1.26	Non- Promote r Public
14.	Darshana Yogesh Sanghavi	Non- Promoter Public	--	-	-	6,00,000	6,00,000	1.26	Non- Promote r Public
15.	Harshad Rasiklal Sheth	Non- Promoter Public	--	-	-	18,00,000	8,00,000	3.77	Non- Promote r Public
16.	Jitendra Rasiklal Sanghavi	Non- Promoter Public	--	-	-	15,32,000	5,32,000	3.21	Non- Promote r Public
17.	Yogeshku mar Rasiklal Sanghavi	Non- Promoter Public	--	-	-	15,32,000	5,32,000	3.21	Non- Promote r Public
18.	Sandeep Pandey	Non- Promoter Public	--	12,000	00.09	1,52,000	1,64,000	0.34	Non- Promote r Public
19.	Shruti Santosh Bharti	Non- Promoter Public	--	-	-	1,52,000	1,52,000	0.32	Non- Promote r Public
20.	Akhilesh M Chaubey	Non- Promoter Public	--	-	-	1,52,000	1,52,000	0.32	Non- Promote r Public
21.	Amit	Promoter	--	75,15,476	59.32	12,000	1,51,15,4	31.69	Promote

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Extra Ordinary General Meeting

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	Bholanath Mishra						76		r
22.	Deepika Amit Mishra	Promoter Group	--	-	-	1,00,000	1,00,000	0.21	Promote r Group
23.	Shivani Amit Mishra	Promoter Group	--	-	-	1,00,000	1,00,000	0.21	Promote r Group
Total				75,27,476	59.41	86,68,000	4,25,66,7 76

*Post Issue % Holding is calculated on post issue capital of the Company i.e. after allotment of existing issue of Equity shares& Warrants.

In accordance with the provisions of the Companies Act, 2013 read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, 2018, approval of the members for the issue and allotment of the said equity shares to the above mentioned allottees is being sought by way of a special resolution as set out in the said items of the notice. The issue of equity shares would be within the Authorised Share Capital of the Company.

Directors and Key Managerial Personnel of the Company or their relatives are concerned to the extent of securities issued to them onpreferentialbasis.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and therefore board recommends the Special Resolution as set out in Item No. 2 in the accompanying notice for approval by the Members.

ITEM NUMBER 3

Such fund requirements can be meet by the Company either through capital fund or borrowed fund. Hence, to ensure the smooth flow of the business and no further increase in borrowed funds of the Company, the Board of Directors of the Company in their meeting held on Tuesday April 11, 2023 subject to the necessary approval have considered and approved raising of funds by issue of up to 2,63,68,000 fully convertible warrants (“Warrants/ Convertible Warrants”) into Equity Shares, In accordance with Sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR) Regulations and the SEBI (LODR) Regulations as amended from time to time.

Hence, the Board of Directors of your Company recommends the resolution for approval of the shareholders in form of Special Resolution in the best interests of the Company.

A Copy of Memorandum & Articles of Association and other necessarily documents of the Company are open for inspection for the shareholders in electronic mode. Members can inspect the same by sending an email to [email protected] till the last date of voting.

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Extra Ordinary General Meeting

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Convertible Warrants, the shareholding of the Promoters and Promoter Group may decrease as per details given in this statement.

1. Objects of the Preferential Issue: The object of the issue are: -

To invest in companies, body corporates for future expansion plans & activities, financing future growth opportunities & working capital requirements of the Company-Not less than Rs. 21,35,80,800/- (Twenty-One Crore Thirty-Five Lakhs Eighty Thousand Eight Hundred Only)
To meet general corporate purpose which shall not exceed 25% of the Issue Size i.e. Not exceeding Rs. 7,11,93,600 /- (Rupees Seven Crore Eleven Lakhs Ninety-Three Thousand & Six Hundred Only).

The resolution set out in the accompanying notice authorises the Board to create, offer, issue and allot from time to time, in one or more tranches up to 2,63,68,000 fully convertible warrants (“Warrants/ Convertible Warrants”) into Equity Sharesat an issue price of Rs. 10.80/- (Rupees Ten & Eighty Paisa Only) at a premium of Rs. 0.80/- (Eighty Piasa Only) per share aggregating toRs. 28,47,74,400/(Rupees Twenty Eight Crore Forty Seven Lakhs Seventy Four Thousand Four Hundred Only) on preferential and private placement basis and resolution for the same has been passed by the Board of Directors in their meeting held on Tuesday, April 11, 2023.

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made :

4. Name and Address of Valuer who performed Valuation :

Suman Kumar Verma Registered Valuer IBBI Reg. No.: IBBl/RV/05/2019/12376

Address: B-503, 5th Floor, Vasant Marvel Glory, We Highway, Mumbai Borivali East, Suburban, Maharashtra, 400066, email [email protected].

5. Amount which the Company intends to raise by way of issue of Warrants/ Convertible Warrants : UptoRs. 28,47,74,400/- (Rupees Twenty-Eight Crore Forty Seven Lakhs Seventy Four Thousand Four Hundred Only).

6. Material terms of issue of Warrants/ Convertible Warrants : The issue of Warrants shall be subject to the following terms and conditions:

i. An amount equivalent to 25% of the Warrant Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares pursuant to exercise of the right

Page 21 of 26

Extra Ordinary General Meeting

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attached to Warrants to subscribe to Equity Shares. The amount paid against Warrants shall be adjusted/set-off against the issue price for the resultant Equity Shares;

ii. Each Warrant held by the Proposed Allottee shall entitle each of them to apply for and obtain allotment of 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) at any time after the date of allotment but on or before the expiry of 18 (Eighteen) months from the date of allotment of warrants (the “Warrant Exercise Period”);

iii. The Warrants, being allotted to the Proposed Allottees and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock in for such period as may be prescribed under the SEBI ICDR Regulations;

iv. The Warrants shall be allotted in dematerialized form within a period of 15 (Fifteen) days from the date of passing of this shareholders resolution, provided that where the allotment of warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission;

v. The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;

vi. The Warrants and the equity shares be allotted on exercise of the warrants under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under;

vii. The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form as per SEBI ICDR Regulations;

viii. The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;

ix. In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited.

x. The said Warrants by themselves until exercise of conversion option and Equity Shares allotted, does not give to the Warrant holder any rights with respect to that of the Shareholders of the Company.

xi. The Equity Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger/ realignment, rights issue or undertakes consolidation/ sub-division/ reclassification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time.

xii. The Equity Shares arising from the exercise of the Equity Warrants will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary

Page 22 of 26

Extra Ordinary General Meeting

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regulatory permissions and approvals, as the case may be, and shall inter-alia be governed by the regulations and guidelines issued by SEBI or any other statutory authority.

7. Principal terms of Assets charged as securities: Not Applicable

8. Intention/ Contribution of promoters/directors/key managerial personnel to subscribe to the offer:

None of the existing promoters, promoter group, directors or key managerial personnel or promoters intends to subscribe to the proposed issue or furtherance of objects except Mr. Amit Bholanath Mishra (Promoter & Director), Mr. Bharatkumar P Parmar & Ms. Savita Amit Mishra (Members of the Promoter Group)

9. The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows : Please refer “ Annexure – A ” to this Notice for details.

10. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

The allotment of Warrants shall be completed within a period of 15 days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the date of such approval(s) or permission(s). Further, upon exercise of the option by the allottee to convert the warrants, the company will ensure that the allotment of equity shares pursuant to exercise of warrants should be completed within 15 days from the date of such exercise by the allottee.

11. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

There shall be no change in management or control of the Company pursuant to the issue and allotment of equity shares.

12. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :

During the year i.e. from April 01, 2022, no preferential allotment has been made to any person by the Company.

13. Valuation for consideration other than cash : Not applicable.

14. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer OR Where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed : Not applicable.

15. Lock-in :

The Equity Shares shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations

16. Listing :

17. Certificate :

As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from a Practicing Company Secretary, certifying that the issue is being made in accordance with the requirements of the

Page 23 of 26

Extra Ordinary General Meeting

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SEBI (ICDR) Regulations, will be kept open for inspection at the Registered Office of the Company between 11:00 AM and 1:00 PM on all working days between Monday to Friday of every week, up to the date of close of remote e-voting period. The certificate of the practising company secretary can also be accessed on the company website on the following link https://www.abinfrabuild.com/

18. Undertakings : The Company hereby undertakes that:

i. It would re-compute the price of the securities specified above in terms of the provisions of SEBI(ICDR) Regulations, where it is so required;

iii. All the equity shares held by the proposed allottees in the company are in dematerialized form only;

19. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower : It is hereby confirmed that, neither the Company nor its promoters or directors is a wilful defaulter or a fraudulent borrower as per Regulation 163(1)(i) of Chapter V read with schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, none of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

20. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and/ or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue and the Current and proposed status of the allottee(s) post preferential issues namely, promoter or non-promoter :

Sr. No .	Name of the proposed allottee	Pre- issue Category	Name of the natural persons who are the ultimate beneficia l owners	Pre-Issue Holding	Pre-Issue Holding	No. of Warrants to be issued	Shareholding post allotment of Equity and exercise of warrants*	Shareholding post allotment of Equity and exercise of warrants*	Post- issue Category
				No. of Equity Shares	% of Holdi ng		No. of Equity Shares	% of Holdin g
1	Hitesh Natwarlal Kawa	Non- Promoter Public	NA	-	-	23,00,000	23,00,0 00	4.82	Non- Promoter Public
2	Natwarlal K. Kawa, HUF	Non- Promoter Public	Natwarlal K. Kawa	-	-	6,00,000	6,00,00 0	1.26	Non- Promoter Public
3	Roopal H Kawa	Non- Promoter Public	NA	-	-	13,44,000	13,44,0 00	2.82	Non- Promoter Public
4	Jitendra R Sanghavi (Huf)	Non- Promoter Public	Jitendra R Sanghavi	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public
5	Rasiklal P Sanghavi (Huf)	Non- Promoter Public	Rasiklal P Sanghavi	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public
6	Rushabh Sevantilal Sanghavi	Non- Promoter Public	NA	-	-	4,32,000	4,32,00 0	0.91	Non- Promoter Public
7	Sushila Rasiklal Sanghavi	Non- Promoter Public	NA	-	-	6,52,000	6,52,00 0	1.37	Non- Promoter Public
8	Yogesh Sanghavi HUF	Non- Promoter Public	Yogesh Sanghavi	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public

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Extra Ordinary General Meeting

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9	Bijal Kaushik Gandhi	Non- Promoter Public	NA	-	-	12,52,000	12,52,0 00	2.62	Non- Promoter Public
10	Kaushik Hasmukhl al Gandhi	Non- Promoter Public	NA	-	-	12,52,000	12,52,0 00	2.62	Non- Promoter Public
11	Kaushik Hasmukhl al Gandhi Huf	Non- Promoter Public	Kaushik Hasmukh lal Gandhi	-	-	5,00,000	5,00,00 0	1.05	Non- Promoter Public
12	Nimesh Sahadeo Singh	Non- Promoter Public	NA	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public
13	Nimesh Singh Huf	Non- Promoter Public	Nimesh Sahadeo Singh	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public
14	Priti Nimesh Singh	Non- Promoter Public	NA	-	-	10,00,000	10,00,0 00	2.10	Non- Promoter Public
15	Amit Bholanath Mishra	Promoter	NA	75,15,47 6	59.32	75,88,000	1,51,15, 476	31.69	Promoter
16	Bharatku mar P Parmar	Promoter Group	NA	300	0.00	10,00,000	10,00,3 00	2.10	Promoter Group
17	Savita Amit Mishra	Promoter Group	NA	3,000	0.02	34,48,000	34,51,0 00	7.23	Promoter Group
Total				75,30,77 6	59.35	2,63,68,000

*Post Issue % Holding is calculated on post issue capital of the Company i.e. after allotment of existing issue of Equity shares & Warrants.

In accordance with the provisions of the Companies Act, 2013 read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations, 2018, approval of the members for the issue and allotment of the said convertible equity warrants to the above mentioned allottees is being sought by way of a special resolution as set out in the said items of the notice. The issue of equity shares upon the conversion of the warrants would be within the Authorised Share Capital of the Company.

Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in this resolution to the extent of issue of securities made to them on preferential basis.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and therefore board recommends the Special Resolution as set out in Item No. 3 in the accompanying notice for approval by the Members.

Page 25 of 26

Extra Ordinary General Meeting

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ANNEXURE – A FOR ITEM NUMBER 2 & 3

The shareholding pattern of the Company before the proposed issue and after the proposed issue of Equity Shares as follows:

Sl. #	Category	Pre-issue shareholding	Pre-issue shareholding	Post- issue shareholding*	Post- issue shareholding*
		No. of Equity Shares	% Of Shareholding	No. of Equity Shares	% Of Shareholdin g
A	Promoters and Promoter Group Holding
1	Indian
	Individual	75,19,376.00	59.35	1,97,67,376.00	41.44
	Sub Total	75,19,376.00	59.35	1,97,67,376.00	41.44
2	Foreign	-	-	-	-
	Sub Total (A)	75,19,376.00	59.35	1,97,67,376.00	41.44
B	Non-Promoter Holding
B1	Institutions	-	-	-	-
B2	Non – Institutions
1	Individuals (share Capital up to Rs. 2 lakhs)	5,00,300.00	3.95	5,00,300.00	1.05
2	Individuals (share Capital in excess of Rs. 2 lakhs)	31,53,771.00	24.89	2,06,73,771.00	43.34
3	Directors and their relatives (excluding independent directors and nominee directors)	-	-	-	-
4	Others:
a.	Body Corporates	7,28,000.00	5.75	7,28,000.00	1.53
b.	NRI	-	-	-
c.	HUF	1,60,000.00	1.26	54,28,000.00	11.38
d.	Any Other	6,08,000.00	4.80	6,08,000.00	1.27
	Sub-Total (B)	51,50,071.00	40.65	2,79,38,071.00	58.56
C1	Shares underlying DRs	-	-	-
C2	Shares held by Employee Trust	-	-	-
C	Non-Promoter – Non- Public	-	-	-
	Grand Total	1,26,69,447.00	100.00	4,77,05,447.00	100.00

Notes:

Details inserted in Post Issue equity shares is assumed after considering the allotment of Equity Shares& conversion of warrants in to Equity Shares allotted upon exercise of right attached to all the Warrants, if any in the event, right for allotment of Share against all or any of the Warrant(s) are not exercised, the Shareholding Pattern shall change correspondingly.

Page 26 of 26

AI assistant

A B INFRABUILD LIMITED — Proxy Solicitation & Information Statement 2023

59053_rns_2023-04-12_0bdd015b-18ff-4140-b08b-9f7e62a43872.pdf

Subject: Notice for Extra-Ordinary General Meeting– Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

For A B Infrabuild Limited

SPECIAL BUSINESSES:

ITEM NUMBER 1: INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:

ITEM NUMBER 2: TO CONSIDER AND APPROVE ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE PROMOTERS, PROMOTER GROUP AND NON- PROMOTER CATEGORIES OF PERSONS:

ITEM NUMBER 3: TO CONSIDER AND APPROVE ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO THE PROMOTERS, PROMOTER GROUP AND NON- PROMOTER CATEGORIES OF PERSONS:

NOTES TO THE NOTICE : -

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

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

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

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?

General Guidelines for shareholders

Extra Ordinary General Meeting

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

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EOGM THROUGHVC/OAVM ARE AS UNDER:

ITEM NUMBER 1

ITEM NUMBER 2

1. Objects of the Preferential Issue: The object of the issue are: -

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made :

4. Name and Address of Valuer who performed Valuation :

6. Principal terms of Assets charged as securities:

8. The shareholding pattern of the Company before the proposed issue and after the proposed issue

14. Lock-in :

15. Listing :

16. Certificate :

17. Undertakings :

18. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower :

ITEM NUMBER 3

1. Objects of the Preferential Issue: The object of the issue are: -

3. Issue Price, Relevant Date and the Basis or justification on which the price has been arrived at or offer/invitation is being made :

4. Name and Address of Valuer who performed Valuation :

7. Principal terms of Assets charged as securities: Not Applicable

8. Intention/ Contribution of promoters/directors/key managerial personnel to subscribe to the offer:

10. Proposed time schedule/ time frame within which the allotment/ preferential issue shall be completed:

11. Change in control, if any, in the Company that would occur consequent to the preferential offer/issue:

12. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price :

13. Valuation for consideration other than cash : Not applicable.

15. Lock-in :

16. Listing :

17. Certificate :

18. Undertakings : The Company hereby undertakes that:

ANNEXURE – A FOR ITEM NUMBER 2 & 3

Notes:

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A B INFRABUILD LIMITED Proxy Solicitation & Information Statement 2023