ABANS FINANCIAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2023

Jan 30, 2023

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30[th] January, 2023

To,

To

BSE Limited (“BSE”) National Stock Exchange of India Limited (“NSE”) Phiroze Jeejeebhoy Towers The Listing Department, Dalal Street, Exchange Plaza, Bandra - Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai – 400051 BSE Script Code: 543712 NSE Symbol: AHL

Sub : Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find enclosed herewith a copy of the Notice of Postal Ballot for seeking approval of the members of the Company for alteration of the Object Clause of the Memorandum of Association of the Company, by way of special resolution through remote e-voting process.

The Postal Ballot Notice is being sent only through electronic mode to all the members, whose names appear in the register of members/list of beneficial owners as received from National Securities Depositories Limited and Central Depositories Services (India) Limited and whose email id are registered with the Company/Depository as on Friday, 27[th] January, 2023.

The Company has engaged the services of National Securities Depositories Limited (“NSDL”) for providing remote e-voting facility to all its members. The remote e-voting period will commence from Thursday, 2[nd] February, 2023 at 9.00 a.m. (IST) and end on Friday, 3[rd] March, 2023 at 5.00 p.m (IST). The details of business to be transacted are given in the attached notice of Postal Ballot.

The Postal Ballot Notice will also be available on the Company's website at www.abansholdings.com and on the website of NSDL at www.evoting.nsdl.com.

This is for your information and records.

For Abans Holdings Limited (Formerly known as Abans Holdings Private Limited)

Digitally signed Sheela by Sheela Ambujku Ambujkumar Gupta mar Gupta Date: 2023.01.30 14:24:30 +05'30'

Sheela Gupta Company Secretary

Encl: As above

Abans Holdings Ltd.

(Formerly known as Abans Holdings Pvt. Ltd.)

Regd. Office: 36, 37, 38A, Floor-3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai-400021 CIN: U74900MH2009PLC231660 Tel: +91 22 61790000 Fax: 022 61790010 Email ID: compliance@abansholdings.com Website: www.abansholdings.com

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021 Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), 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 and 3/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA 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 reenactment(s) thereof, for the time being in force), that the resolution appended below is 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR 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).

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 Listing Regulations is also attached.

Page 1 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

In accordance with the provisions of Sections 68 and 110 of the Act, read with Rule 22 of the Management Rules, and other applicable provisions of the Act and the rules made thereunder, and the Articles of Association of the Company, the Company is required to obtain the approval of its Members for the by way of a special resolution through Postal Ballot or at a general meeting by providing the facility to Members to vote by electronic means.

The Board of Directors of the Company at its meeting held on January 23, 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 and e-voting shall commence on Thursday, February 2, 2023 at 9.00 a.m. (IST) and end on Friday, March 3, 2023 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 only through e-voting. The results of the Postal Ballot shall be declared on or before Tuesday, March 7, 2023 by 5.00 p.m. 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 National Stock Exchange of India Limited (“NSE”) where the shares of the Company are listed. A copy of the results will also be forwarded to NSDL for displaying the same on its website, https://www.evoting.nsdl.com and will also be displayed on the Company’s website, https://abansholdings.com

Page 2 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

SPECIAL BUSINESS:

(1) ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY:

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

“ RESOLVED THAT in accordance with the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such regulatory and other approvals as may be necessary or required, Clause III A of the Memorandum of Association of the Company relating to the main objects be and is hereby altered by inserting the following sub clauses in Clause III A after the existing sub clauses 1 & 2 and they be numbered from 3 to 12 (inclusive):

1. To act as Sponsors and/or Investment Managers, whatsoever, for managing the schemes floated including, by all categories of Alternative Investment Funds (AIF) set up in India and or IFSC, registered, and/or, to be registered, under the Securities and Exchange Board of India (Alternative Investment Funds) regulations, 2012, and/or, guidelines for setting up an Alternative Investment Fund (AIF) in IFSC as issued vide SEBI (International Financial Services Centres) Guidelines, 2015 (“IFSC Guidelines”) and the operating guidelines dated November 26, 2018, and also to have a continuing interest in the said Alternative Investment Funds (AIF) as specified by the Securities and Exchange Board of India (SEBI) and or IFSC from time to time.

2. To render services as brokers, commission agents, importers and exporters, and to act as trustees, executors, administrators, managers, agents or attorney, to carry on the business of retail and institutional distribution and deal in financial services product such as Mutual Funds, Portfolio Management Services, Alternative Investment Fund, Structured Products, Bonds, Equities, Private Equity, Venture Capital Funds, Investment Banking, Broking, Offshore Investment Products, Loans or any other financial products issued by Banks, Mutual Funds or any financial intermediary, to contract for, and negotiate and issue and participate in funding any public and private loans and advances, underwriting contracts, mortgages, equity participation, cash credits, overdrafts and other financial facilities.

Page 3 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

1. To act as agents for financial products such as deposits, units of mutual funds, insurance policies, government securities, shares, bonds, debentures and/or other financial instruments and to do the above in any part of the world and either as principals, agents, contractors, trustees, or otherwise and by or through trustees, agents or otherwise either alone or in conjunction with others.

2. To undertake and provide advisory, consultancy and procedural services for portfolio management and maintenance and to act as investment analysts, research entity, investment advisors and investment bankers on approval only, from the relevant authority (ies), to provide the investors with more reliable and useful information to make investment decisions; manage funds of any individuals or Company in various avenues.

3. To carry on business with all existing Stock and Commodity exchanges as brokers, sub brokers, market makers, arbitrageurs, investors and/or hedgers in agricultural products, metals including precious metals, precious stones, diamonds, petroleum and energy products and all other commodities and securities, in spot markets and in futures and all kinds of derivatives including currency derivatives of all the above commodities and securities permitted under the laws of India.

4. To carry on business, in India or anywhere in the world, as traders, manufacturers, processors, importers, exporters of all kinds of commodities including textiles, agricultural products, metals, precious and semi-precious metals, metallic products, precious stones, diamonds and all other products generally, trading in commodities, broking, trading and hedging and to act as brokers and traders in all commodities and commodity derivatives, currency derivatives, shares and securities and their derivatives of all kind in electronic exchanges or otherwise, including trading in market linked, listed, unlisted, secured, unsecured, fully or partly convertible, compulsorily convertible, non-convertible, optionally convertible and any other kind of Debentures, Treasury Bills, G-Sec’s, Bonds, Notes and such other similar instruments

5. To develop and maintain, by itself or through investments in other entities, in or outside India software and/or facilities to service onsite and/or offshore outsourcing of business activities including but not limited to data processing, data analysis, data mining, data control, information related projects and activities.

Page 4 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

1. To carry on the business of providing and supplying of information technology solutions including turnkey solutions, end-to-end solutions, systems integration and development of software, computer hardware, peripherals, networking, by itself or through investments in other entities

2. To develop, design, structure, establish, maintain market, buy, import, export, sell, provide, license and implement and to set up the business of handling customer support services by establishing Business Process Outsource units, Knowledge Process Outsource units, Call Centres, Data Centres, Medical Transcription Centres, Pharmaceutical software, engineering software, capital market solutions, banking and financial software and any other related software(s), whether pertaining to own customers or client’s customers from within India or outside, for requests received over telephone, fax, email, web, kiosk, post, video conferencing or any other mode including through which any customer can communicate by accessing information in possession of the company or provided by the client in India or anywhere in world, by itself or through investments in other entities

3. To develop and/or use technology for providing financial services, by itself or through investments in other entities

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Directors of the Company severally and / or jointly be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary and settle any / or all questions / matters arising with respect to the above matter, and to execute all such deeds, documents, agreements and writings as may be necessary for the purpose of giving effect to this resolution, take such further incidental and ancillary steps in this regard, as may be considered desirable or expedient by the Board in the best interest of the Company.”

Registered Office: By order of the Board of Directors 36, 37, 38A, 3rd Floor, 227 for Abans Holdings Limited Nariman Bhavan, Backbay Reclamation, Nariman Point, Sd/- Mumbai - 400 021 Sheela Gupta CIN: U74900MH2009PLC231660 Company Secretary & Compliance Officer Website: https://abansholdings.com Email: compliance@abansholdings.com Tel: +91 - 022 – 6179 0000

Date: January 23, 2023 Place: Mumbai

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ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

Notes:

1. The Statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder setting out material facts and reasons for the proposed Resolutions, is annexed hereto.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 27[th] January, 2023 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent /. Depository Participants / Depositories. 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. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

3. This Postal Ballot Notice will also be available on the Company's website at https://abansholdings.com, websites of the Stock Exchanges that is, BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com and www.nseindia.com respectively.

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.abansholdings.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.

5. The voting shall be reckoned in proportion to a Member’s share of voting rights on the paid-up Equity Share capital as on Friday, 27th January, 2023 (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 will be entitled to cast their votes by Postal Ballot or e-voting.

Page 6 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com

CIN: U74900MH2009PLC231660

1. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, Secretarial Standard on General Meetings SS-2 issued by the Institute of Company Secretaries of India and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of National Securities Depository Limited, (“NSDL”) as the agency to provide e-voting facility. 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. 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 evotingam@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com.

3. The e-voting period commences on Thursday, 2[nd] February, 2023 at 9.00 a.m. (IST) and ends on Friday, 3[rd] March, 2023 at 5.00 p.m. (IST) Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

4. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, 3[rd] March, 2023.

5. 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 to investor.relations@ril.com.

11. PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:

• (a) Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, Secretarial Standard on General Meetings SS-2 issued by the Institute of Company Secretaries of India and any amendments thereto, the Company is providing e-voting facility of NSDL to its Members to exercise their right to vote on the proposed resolutions by electronic means.

Page 7 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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

Commencement of e- 9.00 a.m. (IST) on Thursday, 2[nd] February, 2023 voting End of e-voting 5.00 p.m (IST) on Friday, 3[rd] March, 2023

The remote e-voting will not be allowed beyond the aforesaid date 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 in 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. January 27, 2023.

• (d) Members holding shares either in physical form or dematerialized form, as on the Cut-off Date i.e. January 27, 2023, (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.

Step 1: Access to the 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

Page 8 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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.js p 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. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Page 9 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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 onwww.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 directly access the system of all e-VotingService Providers.

Page 10 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com

CIN: U74900MH2009PLC231660

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

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 handset.

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.

5. 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 is12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

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

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ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com

CIN: U74900MH2009PLC231660

• (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 evoting@nsdl.co.in 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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ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

- 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.

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.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in or contact Ms Prajakta Pawale (Officer), National Securities Depository Ltd., at the designated email ID: evoting@nsdl.co.in to get your grievances on e-voting addressed.

Page 14 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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 (selfattested scanned copy of PAN card), and AADHAR (self-attested scanned copy of Aadhar Card) by email to (Company email id).

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to (Company email id). 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 .

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

2. 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.

Page 15 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

INFORMATION AT A GLANCE:

Particulars	Notes
Cut-off Date to determine those members who are eligible to vote on theresolution	January 27, 2023
Voting start time and date	**9.00 a.m.(IST) on Thursday, February 2, 2023 **
Voting end time and date	5.00 p.m(IST) on Friday, March 3, 2023
Date on which the resolution is deemed to be passed	Last date of voting i.e Friday, March 3, 2023
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: Ms Prajakta Pawale
	Officer
	National Securities Depository Limited
	4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai–400 013
	Contact details:evoting@nsdl.co.in;
	Contactnumber- 18001020 990 / 1800224 430
NSDLe-votingwebsite address	https://www.evoting.nsdl.com/
Name and contact details of the Compliance Officer	ContactPerson:
	Ms.Sheela Gupta
	Company Secretary and Compliance Officer
	36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point,Mumbai – 400 021
	Contact Number: 022 6179 0000
	Email:compliance@abansholdings.com

Page 16 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited) Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

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: Alteration In The Object Clause Of The Company:

The Company is presently operating as a diversified global financial services business, headquartered in Mumbai, India, providing NBFC services, global institutional trading in equities, commodities and foreign exchange, private client stock broking, depositary services, asset management services, investment advisory services and wealth management services to corporates, institutional and high net worth individuals through its subsidiary. However, with a view to expanding the business of the Company, your Board has identified newer areas which would be profitable for the Company as part of the expansion plan. For this purpose, the Objects Clause being Clause III A of the Memorandum of Association of the Company, which is presently restrictive in scope to the objects presently included therein, requires to be comprehensively increased and widened so as to cover a wide range of newer activities to enable your Company to consider embarking upon new projects and activities which are likely to be profitable to the Company.

The alteration in the Objects Clause being Clause III A of the Memorandum of Association of the Company as set out in the accompanying Resolution is to facilitate proposed expansion of projects and activities. This will enable the company to enlarge the area of operations and carry on its business economically and efficiently and the proposed newer projects and activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

The “Main Objects” clause being Clause III A of the Memorandum of Association of the Company is proposed to be altered by inserting after the existing subclauses 1 & 2 of Clause III A the additional sub clauses numbering from 3 to 12 (inclusive) in Clause III (A) as given in the attached resolution.

The Board at its meeting held on January 23, 2023 has approved the aforesaid alteration of the MOA of the Company and the Board now seeks Members' approval for the same.

The draft Copy of the Memorandum of Association of the Company as proposed to be amended shall be available for inspection by the Members by electronic

Page 17 of 18

ABANS HOLDINGS LIMITED

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(Formerly known as Abans Holdings Private Limited)

Registered Office: “36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021

Phone No.: +91-022-61790000 Website: www.abansholdings.com; Email Id: compliance@abansholdings.com CIN: U74900MH2009PLC231660

mode. Members seeking to inspect such documents can send an email to the Company at compliance@abansholdings.com.

In accordance with the provisions of Section 13 of the Companies Act, 2013, alteration of the Objects Clause of the Memorandum of Association requires approval of Members of the Company by passing a special resolution.

Accordingly, the approval of Members is sought for alteration of the Objects Clause of the Memorandum of Association of the Company by way of Special Resolution.

None of the Directors, Key Managerial Personnel(s) of the Company including their respective relatives are, in any way, concerned or deemed to be interested, financially or otherwise, in the proposed resolution.

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 Special Resolution under Item No. 1 of this Notice.

Registered Office: By order of the Board of Directors 36, 37, 38A, 3rd Floor, 227 for Abans Holdings Limited Nariman Bhavan, Backbay Reclamation, Nariman Point, Sd/- Mumbai - 400 021 Sheela Gupta Company Secretary & Compliance Officer

CIN: U74900MH2009PLC231660 Website: https://abansholdings.com Email: compliance@abansholdings.com Tel: +91 - 022 – 6179 0000

Date: January 23, 2023 Place: Mumbai

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