ABans Enterprises Limited — Proxy Solicitation & Information Statement 2024

Jan 8, 2024

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January 08, 2024

To, BSE Limited Phiroze Jeejeebhoy Towers, 25thFloor, Dalal Street, Fort, Mumbai – 400 001. Scrip Code: 512165	To, Metropolitan Stock Exchange of India Limited 205(A), 2ndFloor, Piramal Agastya Corporate Park, Kamani Junction, LBS Road, Kurla (West), Mumbai – 400 070 Symbol: ABANS

Sub: Intimation of Postal Ballot Notice of Abans Enterprises Limited (“the Company”)

Dear Sir/ Madam,

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find enclosed herewith the Postal Ballot Notice dated January 05, 2024, along with the Explanatory Statement (“ Postal Ballot Notice ”) seeking approval of the Members of the Company on the resolutions forming part of the Postal Ballot Notice, only through remote e-voting process, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and General Circular Nos. 14/2020 dated April, 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and any other applicable law, rules, and regulations.

In accordance with MCA Circulars, the notice has been sent only through e-mail to those Members whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., Purva Sharegistry (India) Pvt. Ltd./ with the Depositories/ their Depository Participants and whose names appear in the Register of Members as on cutoff date, i.e., Friday, January 05, 2024 .

The Company has engaged the services of National Securities Depositories Limited (“ NSDL ”) for providing remote e-voting facility to all its members. As per the provisions of the MCA circulars, shareholders can vote only through the remote e-voting process which shall commence on Tuesday, January 09, 2024 at 9.00 a.m. (IST) and end on Wednesday, February 07, 2024 at 5.00 p.m. (IST).

The results of the remote e-voting shall be announced on or before Friday, February 09, 2024 and the same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.

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The Postal Ballot Notice containing e-voting instructions and other necessary details is being hosted on the website of the Company, i.e., www.abansenterprises.com and on the website of NSDL at www.evoting.nsdl.com.

Kindly take the above information on record.

Thanking you,

For Abans Enterprises Limited

Kayomar Digitally signed by Kayomarz z Marzban Sadri Date: Marzban 2024.01.08 Sadri 18:43:54 +05'30'

Kayomarz Sadri Whole-Time Director & CEO DIN: 07889169

Encl: As above

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (as amended form time to time) and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India]

VOTING STARTS ON	VOTING ENDS ON
Tuesday, January 09, 2024 at 9:00 a.m. (IST)	Wednesday, February 07, 2024 at 5:00 p.m. (IST)

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (“the Act” ) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the Companies (Management and Administration) Rules, 2014 (“Rules” ), as amended from time to time, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), General Circular Nos. 14/2020 dated April, 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars” ), the Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, as amended from time to time (“ SEBI Circulars ”), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below are proposed to be passed by the members of the Company (as on the Cut-off Date) ( “Members” ), through postal ballot (the “Postal Ballot” ) only by way of remote e-voting (“e-voting” ) process.

An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof form part of this Postal Ballot notice (the “Postal Ballot Notice” ).

In compliance with Regulation 44 of the SEBI Listing Regulations, and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s) as on the cut-off date (Friday, January 05, 2024).

The Statement pursuant to Section 102(1) and other applicable provisions of the Act, read with the Rules made thereunder, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached. Further, additional information as required under the SEBI Listing Regulations is also attached.

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In accordance with the provisions of Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( Management Rules ), Regulation 44 of the SEBI Listing Regulations, and other applicable provisions of the Act and the rules made thereunder, and the Articles of Association of the Company, the Company is offering facility of e-voting to all the Members to enable them to cast their votes electronically, in lieu of submitting postal ballot forms.

The Board of Directors of the Company at its meeting held on November 13, 2023 has appointed Mr. Shrikrishna Date, Practicing Company Secretary (Membership Number A2018) as the Scrutinizer for conducting the postal ballot (remote e- voting) process in a fair and transparent manner.

The Company has engaged the services of National Securities Depository Limited, (“NSDL”) as its agency for providing e-voting facility to the Members of the Company. The period of voting through Postal Ballot shall commence on Tuesday, January 09, 2024 at 9.00 a.m. (IST) and ends on Wednesday, February 07, 2024 at 5.00 p.m. (IST) . The e-voting module shall be disabled for voting thereafter.

The Scrutinizer will submit his report to the Chairman or to any other person authorized by him, after completion of scrutiny of the Postal Ballot through e-voting. The results of the Postal Ballot shall be declared on or before Friday, February 09, 2024 at the Registered Office of the Company. The said results along with Scrutinizer’s Report will be displayed at the Registered Office as well as the Corporate Office of the Company and will also be communicated to BSE Limited (“BSE”) and Metropolitan Stock Exchange of India Limited (“ MSEI” ) where the shares of the Company are listed. A copy of the results will also be available on NSDL website at https://www.evoting.nsdl.com and the Company’s website at http://www.abansenterprises.com.

SPECIAL BUSINESS:

(1) To appoint Mr. Deepak Zope (DIN: 07870467) as an Executive Director of the Company

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

“RESOLVED THAT pursuant to provisions of Sections 149, 152 and 161 and all other applicable provisions of the Companies Act, 2013 ( “the Act” ) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( “the Rules” ), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Deepak Zope (DIN: 07870467) who was appointed as an Additional Executive Director of the Company by the Board of Directors of the Company with effect from November 13, 2023, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Executive Director of the Company, liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from November 13, 2023 upto November 12, 2028 (both days inclusive).

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RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 197 and other applicable provisions of the Act and the Rules made thereunder and SEBI Listing Regulations, and subject to the provisions of Schedule V to the Companies Act, 2013, Mr. Deepak Zope shall be entitled to receive an annual remuneration (which may either be drawn from the Company or its subsidiaries) not exceeding Rs. 25,00,000/- (Rupees Twenty Five lakhs Only) per annum, (Employee Stock Options, if any, exercised and vested shall be in addition to the remuneration) or any other amount as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time and that the above mentioned remuneration be paid to Mr. Deepak Zope as minimum remuneration irrespective of the Company not having enough profits or be in loss.

RESOLVED FURTHER THAT any of the Directors, Chief Financial Officer or Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

• (2) To appoint Mr. Paras Savla (DIN: 00516639) as a Non-Executive Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160,161 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b), 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Paras Savla (DIN: 00516639), , who was appointed as an Additional Director (Non-Executive Independent) of the Company by the Board of Directors of the Company with effect from December 27, 2023, be and is hereby appointed as an Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from December 27, 2023 upto December 26, 2028 (both days inclusive).

RESOLVED FURTHER THAT pursuant to the provisions of section 197 and other applicable provisions of the Act and the Rules made thereunder and applicable regulations of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Paras Savla shall be entitled to receive the remuneration/ fees/ commission as permitted to be received by him in his capacity as Non-executive Director, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time.

RESOLVED FURTHER THAT any of the Directors, Chief Financial Officer or Company Secretary of the Company be and are hereby authorized severally to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”

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• (3) To review, consider and approve material related party transactions to be entered into by the Company and its subsidiaries

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

“ RESOLVED THAT pursuant to Regulation 23 and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with rules made there under, (including any statutory modification(s) and/or re-enactment thereof for the time being in force), the Company’s Policy on Related Party Transactions, and pursuant to the consent and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to include any Committee constituted / to be constituted / empowered by the Board from time to time to exercise its powers conferred by this resolution) to enter into arrangements /transactions/ contracts (whether by way of an individual transaction or transactions taken together or series of transactions whether in tranches or otherwise) between the Company and related parties under Regulation 2(1)(zb) of the SEBI Listing Regulations (“ Related Party ”), as detailed in the table forming part of the Explanatory Statement annexed to this Notice, on such terms and conditions as may be agreed between the Company/ its Subsidiaries and Related Party.

RESOLVED FURTHER THAT the aggregate amount/ value of all such arrangements/transactions/contracts that may be entered into by the Company/ its Subsidiaries with the Related Party and remaining outstanding at any one point in time shall not exceed the limits mentioned in the table forming part of the Explanatory Statement annexed to this Notice, during any one financial year, and the said transactions shall be entered into/ carried out on arm’s length basis and in the ordinary course of business on such terms and conditions as may be considered appropriate by the Board of Directors (including any authorized Committee thereof);

RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer, Company Secretary or any other Officer(s) / Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

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RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the members.”

By order of the Board of Directors For Abans Enterprises Limited

Date: January 05, 2024 Place: Mumbai

Sd/Mahiti Rath Company Secretary & Compliance Officer Membership No.: ACS 72887

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Notes:

1. The Statement pursuant to Section 102(1), 110 and other applicable provisions of the Companies Act, 2013 ( “the Act”) ) read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto and forms part of the Postal Ballot Notice (“ Notice”)

2. In accordance with the provisions of the Act and General Circular Nos. 14/2020 dated April, 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”), the Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, as amended from time to time (“ SEBI Circulars ”), Notice is being sent only by electronic mode to those Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, January 05, 2024 ( “Cut-Off Date” ) received from the Depositories i.e. National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) and Registrar and Share Transfer Agent of the Company i.e. Purva Sharegistry (India) Pvt. Ltd (“ RTA ”) and who have or will register their email address with their Depository Participant(s) (“ DPs ”) or with RTA in accordance with the process outlined in this Notice. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.

3. Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off date. Only those Members whose names are recorded in the Register of Members/ List of Beneficial Owners maintained by the Depositories as on the Cut-Off Date shall be eligible to cast their votes through remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. (i) Member who have not registered their email address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.abansenterprises.com duly filled and signed along with requisite supporting documents to Purva Sharegistry (India) Pvt. Ltd at Unit no. 9, Shiv Shakti Ind. Estt., J .R. Boricha Marg, Lower Parel (E), Mumbai 400 011.

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1. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act, as amended, read together with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “ SEBI Listing Regulations”) , Secretarial Standard – 2 issued by the Institute of Company Secretaries of India, MCA Circulars and SEBI Circulars, the Company is providing the remote e- voting facility to its Members. The Company has engaged the services of NSDL to provide remote e-voting facility to enable the Members to cast their votes electronically (hereinafter referred to as the “ remote e-voting ”). The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

2. This Postal Ballot Notice will also be available on the Company's website at https://www.abansenterprises.com/ , websites of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and Metropolitan Stock Exchange of India Limited at https://www.bseindia.com and https://www.msei.in/ respectively and also on the website of the NSDL i.e. www.evoting.nsdl.com.

3. The Board of Directors of the Company has appointed Mr. Shrikrishna Date, Practicing Company Secretary (Membership No. A2018) as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

4. Institutional/ Corporate Members (i.e. other than individuals, HUF, NRI etc.) intending to authorize their representatives for the purpose of voting are required to send a certified copy of the Board Resolution/ Authorisation etc. authorizing their representatives to vote on their behalf to the Scrutinizer by email at shridate24@gmail.com with a copy marked to compliance@abansenterprises.com.

5. The e-voting period commences on Tuesday, January 09, 2024 at 9.00 a.m. (IST) and ends on Wednesday, February 07, 2024 at 5.00 p.m. (IST). During this period, the Members of the Company holding shares in physical or electronic form, as on the Cut-Off Date may cast their vote by electronic means in the manner and process as mentioned in this Notice. Once the vote is cast by the Member, the Member shall not be allowed to change it or cast the vote again.

6. The Scrutinizer will submit his report to the Chairman/ Managing Director/ Company Secretary of the Company after completion of the scrutiny of the remote e-voting. The Scrutinizer’s decision on the validity of votes cast will be final. The results of the Postal Ballot will be announced by the Chairman/ Managing Director/ Company Secretary of the Company on or before Friday, February 09, 2024, i.e. not later than 2 working days from the conclusion of remote e-voting.

7. The result of the Postal Ballot along with the Scrutinizer’s Report will be placed on the Company’s website http://www.abansenterprises.com and also on the website of NSDL at https://www.evoting.nsdl.com/ and shall be communicated to the Stock Exchanges where the Company’s shares are listed. The result of the Postal Ballot will also be displayed at the registered office of the Company.

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1. The resolutions, if approved by the requisite majority of members, shall be deemed to have been passed on the last date of e-voting i.e. Wednesday, February 07, 2024.

2. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email request to compliance@abansenterprises.com.

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

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

Item No.1 : To appoint Mr. Deepak Zope (DIN: 07870467) as an Executive Director of the Company

Based on the authority of Articles of Association of the Company and recommendation of Nomination and Remuneration Committee, the Board of Directors on November 13, 2023, has approved the appointment of Mr. Deepak Zope (DIN: 07870467) as an Additional Director (Executive) of the Company, with effect from November 13, 2023, subject to further approval of the Members of the Company, pursuant to Sections 149, 152 and 161 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act 2013 (“ the Act ”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) (including any statutory modification(s) or re-enactment thereof for the time being in force). Mr. Deepak Zope, holds office up to the date of the ensuing General Meeting of the Company or upto three months, whichever is earlier.

Mr. Deepak Zope is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director and Executive Director of the Company. He is also not debarred from holding the office of a Director by virtue of any order issued by the Securities and Exchange Board of India or any other such authority. The Company has also received notice under Section 160 of the Act from a shareholder proposing the candidature of Mr. Deepak Zope for the office of a Director of the Company.

Mr. Deepak Zope is a highly skilled professional with a strong academic background, holding a Commerce degree and an MBA in Finance. With an extensive 13-year career in financial services, he has been a valuable asset to the ABans Group for over 9 years. Mr. Zope possesses a profound understanding of the banking and financial service sector, showcasing his expertise in the field. Currently entrusted with the responsibility of overseeing day-to-day operations, he plays a pivotal role in the development and implementation of new strategies, contributing significantly to the growth and success of the organization.

Other details of Mr. Deepak Zope as stipulated under Regulation 36 of the SEBI Listing Regulations and SS–2 are provided in the Annexure to this Explanatory Statement.

The remuneration proposed to be paid to Mr. Deepak Zope may be treated as the minimum remuneration payable to his irrespective of the fact whether the Company is having insufficient profit or loss. The other terms and conditions of employment shall be as per the rules of the Company.

Except Mr. Deepak Zope, being an appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives, are in any way, financially or otherwise, concerned or interested in the said Ordinary Resolution as set out at Item No. 1 of the accompanying Notice except to the extent of their shareholding, if any. Mr. Deepak Zope is not related to any Director or Key Managerial Personnel of the Company.

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The Directors consider the proposed Ordinary resolution in the interest of the Company and recommend the same for your approval by Postal Ballot through e-voting process, pursuant to the provisions of section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 for passing the Ordinary Resolution for appointment of Mr. Deepak Zope as Executive Director of the Company, liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from November 13, 2023 upto November 12, 2028 (both days inclusive) under Item No. 1 of this Notice.

- Item No. 2: To appoint Mr. Paras Savla (DIN: 00516639) as a Non Executive Independent Director of the Company

Based on the authority of Articles of Association of the Company and recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company on December 27, 2023, has approved the appointment of Mr. Paras Savla (DIN: 00516639) as an “Additional (Non- Executive Independent) Director” of the Company, subject to further approval of the Members of the Company.

In compliance with the provisions of Section 161 of the Companies Act, 2013 (“the Act”), Mr. Paras Savla shall hold office up to the date of the next Annual General Meeting. However, in terms of Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations” ) (including any amendment(s) / modification(s) / re-enactment(s) thereto), it is necessary to obtain approval of the members of the Company for the appointment of Mr. Paras Savla as a Non- Executive Independent Director of the Company within a period of 3 (Three) months from the date of appointment.

Mr. Paras Savla has consented to act a Non- Executive Independent Director and has confirmed that he meets the criteria of independence as provided under Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, Mr. Paras Savla fulfils the conditions specified in the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI Listing Regulations for his appointment as an Independent Director of the Company and is independent of the Management. He has also confirmed that he is not debarred from holding office of Director by virtue of any SEBI order or any other such authority. The Company has received a notice in writing from a Member proposing candidature of Mr. Paras Savla for the office of the Director of the Company.

With a remarkable career spanning over two decades, Mr. Paras Savla brings extensive expertise to his role. He has been a trusted advisor to numerous corporate and non-corporate entities on a wide range of financial matters. Mr. Savla specializes in domestic and international taxation, investment strategies for India and overseas, transaction structuring, valuation, due diligence, mergers, demergers, acquisitions, insolvency resolution, direct tax litigations. His in-depth understanding of the Indian regulatory landscape in relation to investments and structuring is widely recognized. Prior to his current position, he honed his skills as part of a prominent Big 4 Accounting Firm, focusing on Transaction Advisory Services.

He is a Fellow member of the Institute of Chartered Accountants of India (ICAI) and an Associate member of the Institute of Chartered Accountants of England & Wales (ICAEW). His impressive qualifications include being a Registered Valuer for Securities & Financial Assets (IBBI), an Insolvency Resolution Professional (IBBI), a Business & Finance Professional (ICAEW), a holder of the Diploma in Information

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System Audit (ISA-ICAI), and a Certified Fraud Examiner (Association of Certified Fraud Examiners, USA). Additionally, he holds a degree in Commerce.

Mr. Savla is widely recognized for his thought leadership in the financial arena. His insights and opinions are frequently cited in leading Indian and foreign newspapers, demonstrating his influence in the industry. He actively contributes to various professional publications and newspapers, sharing his expertise on subjects such as Direct Taxes, Corporate Laws, and Valuation. He is also an acclaimed speaker at various forums, where he imparts his knowledge to the wider community.

Apart from excelling in his profession, Mr. Savla has held various leadership positions within professional and trade organizations. He served as the president of The Chamber of Tax Consultants (established in 1926) in 2014-15 and that of the CVO of Chartered & Cost Accountants Association in 2013-14. Presently, he holds the position as a member of Governing Council of the Indo-Belgium Chamber of Commerce & Industry and a Member of the Journal Committee & IT Connect Committee of the Chamber of Tax Consultants.

Other details of Mr. Paras Savla as stipulated under Regulation 36 of the SEBI Listing Regulations and SS–2 are provided in the Annexure to this Explanatory Statement.

The Nomination and Remuneration Committee has evaluated his immense experience and expertise and has considered that his contribution on the Board will be of great value addition to the Company. The Board considers that Mr. Paras Savla’s association would be of immense benefit to the Company and desires to avail his services as an Independent Director of the Company.

The Directors consider the proposed Special resolution in the interest of the Company and recommend the same for your approval by Postal Ballot through e-voting process, pursuant to the provisions of section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 for passing the Special Resolution for appointment of Mr. Paras Savla as Non- Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years with effect from December 27, 2023 upto December 26, 2028 (both days inclusive) under Item No. 2 of this Notice.

Except Mr. Paras Savla, being an appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives, are in any way, financially or otherwise, concerned or interested in the said Ordinary Resolution as set out at Item No. 1 of the accompanying Notice except to the extent of their shareholding, if any. Mr. Paras Savla is not related to any Director or Key Managerial Personnel of the Company.

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Item No. 3: To review, consider and approve material related party transactions to be entered into by the Company and its subsidiaries

Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), all Related Party Transactions shall require prior approval of the Audit Committee of the Company. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, all ‘Material Related Party Transaction’ and subsequent material modifications as defined by the Audit Committee in this regard, with an aggregate value exceeding Rs. 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of the Members of the Company. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

The definition of ‘Related Party Transactions’ under Regulation 2(1)(zc) of the SEBI Listing Regulations also includes those between the subsidiary of a listed entity on the one hand and related party on the other hand.

Member’s approval is required for the following Material Related Party Transactions to be entered into by the Company and its subsidiaries:

Sr. No.	AEL and its subsidiaries	Counter Party name	Relationship	Nature of transaction	Approval Required (in Cr.)	% of Annual Consolidated T/O of Holding Co.	% of Annual Standalone T/O of Subsidiary Co.
1	Abans Enterprises Ltd	Abans Finance Pvt Ltd	Other Abans Group Companies	Loan Taken	2,000	106.53%	NA
2	Abans Enterprises Ltd	Abhishek Bansal	Promoter	Loan Taken	2,000	106.53%	NA
3	Abans Enterprises Ltd	Abans Broking Services Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
4	Abans Enterprises Ltd	Abans Commodities (I) Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
5	Abans Enterprises Ltd	Abans Fintrade Pvt Ltd (Cultured Curio Jewels Pvt Ltd)	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
6	Abans Enterprises Ltd	Abans Holdings Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
7	Abans Enterprises Ltd	Abans Metals Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
8	Abans Enterprises Ltd	Abans Securities Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA

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9	Abans Enterprises Ltd	Lifesurge Trading Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	NA
10	Abans Enterprises Ltd	Abans Broking Services Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
11	Abans Enterprises Ltd	Abans Commodities (I) Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
12	Abans Enterprises Ltd	Abans Fintrade Pvt Ltd (Cultured Curio Jewels Pvt Ltd)	Other Abans Group Companies	Sale of goods	500	26.63%	NA
13	Abans Enterprises Ltd	Abans Holdings Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
14	Abans Enterprises Ltd	Abans Jewels Ltd	AEL Group Companies	Sale of goods	1,000	53.27%	89.70%
15	Abans Enterprises Ltd	Abans Metals Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
16	Abans Enterprises Ltd	Abans Securities Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
17	Abans Enterprises Ltd	Lifesurge Trading Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	NA
18	Abans Jewels Ltd	Abans Investment Managers Pvt Ltd	Other Abans Group Companies	Debt Securities issued during theperiod	200	10.65%	17.94%
19	Abans Jewels Ltd	Abans Finance Pvt Ltd	Other Abans Group Companies	Loan Taken	2,000	106.53%	179.39%
20	Abans Jewels Ltd	Abhishek Bansal	Promoter	Loan Taken	2,000	106.53%	179.39%
21	Abans Jewels Ltd	Abans Broking Services Pvt Ltd	Other Abans Group Companies	Purchase of goods	1,000	53.27%	89.70%
22	Abans Jewels Ltd	Abans Commodities (I) Pvt Ltd	Other Abans Group Companies	Purchase of goods	1,000	53.27%	89.70%
23	Abans Jewels Ltd	Abans Fintrade Pvt Ltd (Cultured Curio Jewels Pvt Ltd)	Other Abans Group Companies	Purchase of goods	1,000	53.27%	89.70%
24	Abans Jewels Ltd	Abans Holdings Ltd	Other Abans Group Companies	Purchase of goods	1,000	53.27%	89.70%
25	Abans Jewels Ltd	Abans Metals Pvt Ltd	Other Abans Group Companies	Purchase of goods	1,000	53.27%	89.70%
26	Abans Jewels Ltd	Abans Securities Pvt	Other Abans Group	Purchase of goods	1,000	53.27%	89.70%

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		Ltd	Companies
27	Abans Jewels Ltd	Lifesurge Trading Pvt Ltd	Other Abans Group Companies	Purchase of goods	500	26.63%	44.85%
28	Abans Jewels Ltd	Abans Broking Services Pvt Ltd	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
29	Abans Jewels Ltd	Abans Commodities (I) Pvt Ltd	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
30	Abans Jewels Ltd	Abans Enterprises Ltd	AEL Group Companies	Sale of goods	1,000	53.27%	89.70%
31	Abans Jewels Ltd	Abans Fintrade Pvt Ltd (Cultured Curio Jewels Pvt Ltd)	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
32	Abans Jewels Ltd	Abans Holdings Ltd	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
33	Abans Jewels Ltd	Abans Metals Pvt Ltd	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
34	Abans Jewels Ltd	Abans Securities Pvt Ltd	Other Abans Group Companies	Sale of goods	1,000	53.27%	89.70%
35	Abans Jewels Ltd	Lifesurge Trading Pvt Ltd	Other Abans Group Companies	Sale of goods	500	26.63%	44.85%
		Total			30,200

A. Justification as to why the proposed transactions is in the interest of the listed entity:

These transactions take the form of a revolving loan facility, which is payable on demand and carries an interest rate benchmarked to prevailing market rates for similar transactions. The justifications for these transactions are as follows:

Better Market Rates of Goods:

Certain entities in the group has better market relations which facilitates procurement and disposal of commodities in market at competitive rates.

Efficient Working Capital Management:

One of the key reasons for these intra-group loans is to efficiently manage working capital needs across our various group companies. Our borrower companies have demonstrated financial stability and strong net worth, making these transactions inherently low risk. Furthermore, we have a uniform and predetermined risk strategy that ensures capital protection. Clear terms and conditions have been meticulously defined in the loan agreements, ensuring that our interests are safeguarded.

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Risk Mitigation through Diversification:

Spreading our financial resources across group entities is a strategic risk mitigation approach. This practice helps reduce the concentration risk associated with a single business or subsidiary. By diversifying loans across multiple group companies, we not only manage risk effectively but also enhance our resilience in the face of economic uncertainties.

Strategic Opportunity Utilization:

Intra-group lending provides us with the flexibility to seize strategic opportunities within the group. When such opportunities arise, we can act swiftly, thereby maximizing returns for the group as a whole. This approach aligns with our commitment to delivering value to our shareholders.

Cost and Time Efficiency:

In addition to risk considerations, intra-group borrowing also offers cost and time efficiencies. By borrowing from within the group, we reduce one-time processing costs associated with external loans. Moreover, the streamlined process allows us to capitalize on time sensitive opportunities effectively.

In conclusion, these loan transactions within our group are designed to optimize our working capital, mitigate risk, capitalize on strategic opportunities, and enhance transparency and efficiency. We want to assure you that each transaction has been carefully assessed to align with our commitment to protecting and the capital of the company.

Abans Finance Pvt. Ltd. is a material subsidiary of Abans Holdings Ltd. and is a RBI-registered NonBanking Finance Company. Its principal business consists of financing activities. The borrowers raise funds by inter-corporate loans in the course of their ordinary business activities.

For Loans advanced, due to regulatory requirements, the amounts are appearing as sum of gross loans advanced, however the loan outstanding at any point of time shall not be exceeding sanction amounts given to the party.

For Sale and Purchase of goods, the group deals in Agriculture products and precious metals like gold, silver, etc which has high market value per unit resulting in high value transactions.

The relevant details of the inter-corporate loans within the group are as follows:

1. Tenure of the proposed transaction: One Year

2. Details of the source of funds: NA

3. Where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: No

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1. Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security: Unsecured loan, Rate of interest is @ 11%, tenure is 1 year and repayment is on demand

2. The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT:

3. Working Capital

4. A copy of the valuation or other external party report, if any such report has been relied upon: Not Applicable

The aforesaid Related Party Transactions do not fall under the purview of Section 188 of the Companies Act, 2013 being in the ordinary course of business and at arms’ length. However, the same are covered under the provisions of Regulation 23 of the SEBI Listing Regulations and accordingly the approval of the Shareholders is sought by way of Ordinary Resolution.

The Audit Committee and Board have approved the aforesaid Related Party Transactions at their meetings held on November 13, 2023 and December 27, 2023 and has recommended to the members, in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and noted that these transactions shall be in the ordinary course of business and at arm’s length basis.

The Board recommends the resolution set out in Item No. 3 of the Postal Ballot Notice to the Members for their consideration and approval, by way of Ordinary Resolution. Except to the extent of shareholding of the Promoters / Directors their Relatives and Key Managerial Personnel in the abovementioned related parties which is duly disclosed above, none of the other Directors/ Key Managerial Personnel/ their Relatives is, in any way, concerned or interested, financially or otherwise in the Ordinary Resolution set out at Item No. 3.

Date: January 05, 2024 Place: Mumbai

By order of the Board of Directors For Abans Enterprises Limited Sd/Mahiti Rath Company Secretary & Compliance Officer Membership No.: ACS 72887

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ANNEXURE TO THE EXPLANATORY STATEMENT

- Details of Directors seeking appointment /re appointment pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) – Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India

Name of Director	Mr. Deepak Zope	Mr. Paras Savla
Category of Director	Executive Director	Non-Executive Independent Director
Director Identification Number (DIN)	07870467	00516639
Date of Birth / Age	August 15, 1984 / 40 years	May 31, 1975 / 49 years
Nationality	Indian	Indian
Date of first appointment	November 13, 2023 as an Additional Executive Director	December 27, 2023 as an Additional Non- Executive Independent Director
Qualifications	Mr. Deepak Zope holds a Commerce degree and is an MBA in Finance.	Mr. Paras Savla is a Fellow member of the Institute of Chartered Accountants of India (ICAI) and an Associate member of the Institute of Chartered Accountants of England & Wales (ICAEW). His impressive qualifications include being a Registered Valuer for Securities & Financial Assets (IBBI), an Insolvency Resolution Professional (IBBI), a Business & Finance Professional (ICAEW), a holder of the Diploma in Information System Audit (ISA- ICAI), and a Certified Fraud Examiner (Association of Certified Fraud Examiners, USA). Additionally, he holds a degree in Commerce.
Nature of expertise in specific functional area)	Mr. Deepak Zope is a highly skilled professional with a strong academic background,	With a remarkable career spanning over two decades, Mr. Paras Savla brings extensive

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holding a Commerce degree and an MBA in Finance.

With an extensive 13-year career in financial services, he has been a valuable asset to the ABans Group for over 9 years. Mr. Zope possesses a profound understanding of the banking and financial service sector, showcasing his expertise in the field. Currently entrusted with the responsibility of overseeing day-to-day operations, he plays a pivotal role in the development and implementation of new strategies, contributing significantly to the growth and success of the organization.

expertise to his role. He specializes in domestic and international taxation, investment strategies for India and overseas, transaction structuring, valuation, due diligence, mergers, demergers, acquisitions, insolvency resolution, direct tax litigations. His in-depth understanding of the Indian regulatory landscape in relation to investments and structuring is widely recognized. Prior to his current position, he honed his skills as part of a prominent Big 4 Accounting Firm, focusing on Transaction Advisory Services.

Mr. Savla is widely recognized for his thought leadership in the financial arena. He is an acclaimed speaker at various forums, where he imparts his knowledge to the wider community.

Apart from excelling in his profession, Mr. Savla has held various leadership positions within professional and trade organizations. He served as the president of The Chamber of Tax Consultants (established in 1926) in 2014-15 and that of the CVO of Chartered & Cost Accountants Association in 2013-14. Presently, he holds the position as a member of Governing Council of the IndoBelgium Chamber of Commerce & Industry and a Member of the Journal Committee & IT Connect Committee of the Chamber of Tax Consultants.

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Terms and Conditions of appointment/re-appointment	Refer Item No. 1 of the Notice and Explanatory Statement	Refer Item No. 1 of the Notice and Explanatory Statement	Refer Item No. 2 of the Notice and Explanatory Statement
Directorship in other listed entities	NIL		NIL
Directorship in Other Companies (excluding Listed Entities, Foreign Companies and Section 8 Companies)	a)	Abans Jewels Limited	a) Perch Strategic Advisors Private Limited
Chairmanships/ Memberships of Committees held in Committees of Other Companies	a)	Abans Jewels Limited: • Nomination and Remuneration Committee - Member • Corporate Social Responsibility Committee- Member	NIL
Names of listed entities from which the directors have resigned in the past 3 (three) years	NIL		NIL
Details of remuneration sought to be paid	Refer Item No. 1 of the Notice and Explanatory Statement		Entitled to the sitting fees for attending meetings of the Board/Committees.
Remuneration last drawn (including sitting fees, if any)	NIL		NIL
Number of Board meetings attended during the year	One (from 13.11.2023 till the date of the Notice)		NIL (from 27.12.2023 till the date of the Notice)
Shareholding in the Company as on date of Notice (including shareholding as Beneficial Owner)	NIL		NIL
Relationship with other Directors/Key Managerial Personnel/Managers	None		None
Justification for choosing the individual for appointment as an Independent Director	Not Applicable		Considering his experience, as set out in accompanying explanatory statement of this Notice at Item No.2.

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PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:

• (a) In compliance with 108, 110 and other applicable provisions of the of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations and SS – 2 issued by the Institute of Company Secretaries of India and any amendments thereto, the Company is pleased to provide remote e-Voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing remote e-Voting facility to all its Members.

• (b) The e-voting facility will be available during the following voting period:

Commencement of remote e- Tuesday, January 09, 2024 at 9:00 a.m. (IST) voting End of remote e-voting Wednesday, February 07, 2024 at 5:00 p.m. (IST)

The remote e-voting will not be allowed before or beyond the aforesaid dates and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

• (c) The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid up equity share capital of the Company as on the Cut-off Date i.e. Friday, January 05, 2024.

• (d) Members holding shares either in physical form or dematerialized form, as on the Cut-off Date (including those Members who may not receive this Postal Ballot Notice due to non-registration of their email address with RTA or the DPs, as aforesaid) can cast their votes electronically, in respect of the Resolution as set out in this Postal Ballot Notice only through the remote e-voting.

(ii) THE INSTRUCTIONS FOR E-VOTING ARE AS FOLLOWS:

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

Step 1 : Access to the NSDL e-voting system

• Step 2 : Cast your vote electronically on NSDL e-voting system.

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- Step 1: Access to NSDL e Voting system

(A) Login method for e voting and voting for individual shareholders holding securities in demat mode:

In terms of the SEBI circular dated December 9, 2020 on the e-voting facility provided by listed companies and as part of increasing the efficiency of the voting process, the e-voting process has been enabled to all individual shareholders holding securities in demat mode 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 to access e-voting facility.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

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1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. 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 website www.cdslindia.com and 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 onhttp://www.cdslindia.com home 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 directlyaccess the system of all e-VotingService Providers.

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	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.

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 atevoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 18002255 33

• (B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

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

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

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

4. Alternatively, if you 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.

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1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDLor 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 127480 then user ID is 127480001

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

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

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

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

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

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

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

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

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

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

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

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

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

- Step 2: Cast your vote electronically on NSDL e Voting system:

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

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

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

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

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

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to shridate24@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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1. 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.

2. 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 toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr Sagar Gudhate at evoting@nsdl.com.

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to compliance@abansenterprises.com. 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 for Individual shareholders holding securities in demat mode.

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

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

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INFORMATION AT A GLANCE:

Particulars	Notes
Cut-off Date to determine those members who are eligible to vote ontheresolution	Friday, January 05, 2024
Remote e-Votingstart time and date	9.00 a.m. (IST) on Tuesday, January 09, 2024
Remote e-Voting end time and date	5.00 p.m. (IST) on Wednesday, February 07, 2024
Date on which the resolution is deemed to be passed	Last date of voting i.e. Wednesday, February 07, 2024
Name, address and contact details of Registrarand Share Transfer Agent.	Contact Person:Ms.Deepali Dhuri
	Compliance Officer
	Purva Sharegistry (India)Pvt. Ltd
	Unit no. 9, Shiv Shakti Ind. Est., J .R. Boricha Marg, Lower Parel (E), Mumbai 400 011
	Contact details: Add email ids : support@purvashare.com
	Contact Number: 022 23018261/23010771
Name, address and contact details of e- voting service provider	Contact Person: Mr. SagarGudhate
	Officer
	National Securities DepositoryLimited
	4thFloor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013
	Contact details:evoting@nsdl.com
	Contact number- 1800 1020 990/1800 224 430
NSDLe-voting website address	https://www.evoting.nsdl.com/
Name and contact details of the Compliance Officer	ContactPerson:
	Ms. Mahiti Rath
	CompanySecretaryand Compliance Officer
	36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point,Mumbai – 400 021
	Contact Number: 022 6817 0100
	Email:compliance@abansenterprises.com

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