ABANS FINANCIAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2024

Dec 4, 2024

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December 04, 2024

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) - Postal Ballot Notice of Abans Holdings 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 along with explanatory statement (“Notice”) seeking approval of the members of the Company on the resolutions forming part of the Notice, through remote e-voting process. The details of business to be transacted are given in the attached notice of Postal Ballot.

In accordance with circulars issued by Ministry of Corporate Affairs (MCA), from time to time, the notice has been sent/issued only through email to those members, whose email addresses are registered with the Company's Registrar and Share Transfer Agent viz., Purva Sharegistry (India) Pvt Ltd/ Depository Participants and whose names appear in the Register of Members as on cutoff date, i.e., Friday, November 29, 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 Wednesday, December 04, 2024 at 9.00 a.m. (IST) and end on Thursday, January 02, 2025 at 5.00 p.m. (IST).

The results of the remote e-voting shall be announced on or before Monday, January 06, 2025 and the same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.

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

Kindly take the above information on record.

Thanking you,

For Abans Holdings Limited

Abhishek Digitally signed by Abhishek Pradeepkumar Pradeepkumar Bansal Bansal Date: 2024.12.04 10:34:35 +05'30' Abhishek Bansal Director DIN: 01445730

Encl: As above

Abans Holdings Limited

Regd. Office: 36, 37, 38A, Floor-3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai-400021. CIN: L74900MH2009PLC231660 Tel: +91 22 68170100 Fax: 022 61790010 Email ID: compliance@abansholdings.com Website: www.abansholdings.com

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ABANS HOLDINGS LIMITED

Registered Office: 36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021 | CIN: L74900MH2009PLC231660 Website: www.abansholdings.com Email Id: compliance@abansholdings.com | Phone No.: +91-022-61790000

NOTICE OF POSTAL BALLOT

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

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Abans Holdings Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“evoting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

The Board of Directors has appointed Mr. P. N. Parikh (FCS 327, CP No. 1228) or failing him, Ms. Sarvari Shah (F9697, CP 11717) or failing her, Mr. Mitesh Dhabliwala (FCS 8331, CP No. 9511), from Parikh & Associates, Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot, only through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of National Securities Depository Limited, (“NSDL”) as its agency for providing e-voting facility/platform to the Members of the Company.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencementofe-voting	9:00a.m. (IST) onWednesday,December04,2024
End of e-voting:	5:00p.m.(IST)on Thursday,January02,2025

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Monday, January 06, 2025, and will be displayed on the Company’s website at

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https://abansholdings.com/ and the website of NSDL at https://www.evoting.nsdl.com/. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS

1. TO APPROVE CHANGE IN NAME OF THE COMPANY FROM ABANS HOLDINGS LIMITED TO ABANS FINANCIAL SERVICES LIMITED

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

“RESOLVED THAT pursuant to section 13 and section 14 of the Companies Act, 2013, Companies (Incorporation) Rules, 2014 and other applicable provisions and rules, if any, of the Companies Act 2013 (including any statutory modification or re-enactment thereof for the time being in force), Regulations 45 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the approvals of the central government, regulatory authorities, if any, the existing name of the Company be changed from “Abans Holdings Limited” to “Abans Financial Services Limited”;

RESOLVED FURTHER THAT the name “Abans Holdings Limited” wherever appearing in the Memorandum and Articles of Association, documents etc. be substituted by the new name “Abans Financial Services Limited”;

RESOLVED FURTHER THAT Mr. Abhishek Bansal, Chairman & Managing Director (DIN: 01445730), Mr. Nirbhay Vassa, Whole Time Director & Chief Financial Officer (DIN: 08011853), Mr. Chintan Mehta, Whole Time Director & Chief Executive Director (DIN: 10375218) and Ms. Sheela Gupta, Company Secretary, or any officer(s) of the company as delegated by the Board, be and are hereby severally authorised on behalf of the Board for making application for change of name, filing of necessary forms with the Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges, make the necessary application to the Central Government for the approval of the aforesaid name and to do all such acts, deeds, things and matters on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable and to settle any questions, difficulty, doubt that may arise in this regard and further to sign and execute documents, forms, applications and writings as may be necessary, proper, desirable or expedient to give effect to this resolution without being required to seek any further consent or approval of the shareholders of the Company;

RESOLVED FURTHER THAT the Board of Directors, Key Managerial Personnel and / or any other person authorized be hereby authorized to certify a copy of this resolution and furnish to all such authorities as may be necessary.”

2. TO APPROVE APPOINTMENT OF MR. HARIHARAN IYER (DIN: 00151584) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

“ RESOLVED THAT Mr. Hariharan Iyer (DIN: 00151584), who was appointed by the Board of Directors as an Additional (Non-Executive, Independent) Director of the Company effective August 07, 2024, by the Board of Directors, in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company;

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RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), as amended from time to time, the appointment of Mr. Hariharan Iyer (DIN: 00151584), who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, and who has submitted a declaration to that effect, and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, to hold office for the first term of two consecutive years commencing from August 07, 2024 upto August 06, 2026, be and is hereby approved.”

Registered Office:

36, 37, 38A, 3rd Floor, 227 Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021 CIN: L74900MH2009PLC231660 Website: https://abansholdings.com Email: compliance@abansholdings.com Tel: +91 - 022 – 6179 0000

By order of the Board of Directors for Abans Holdings Limited

Sd/-

Mr. Abhishek Bansal Chairman and Managing Director

Date: November 11, 2024; Place: Mumbai

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Notes:

1. A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations are attached.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on November 29, 2024 (“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 this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot.

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

4. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) 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 https://abansholdings.com/) duly filled and signed along with requisite supporting documents to Purva Sharegistry (India) Pvt. Ltd at Unit no. 9, Shiv Shakti Ind. Est., J.R. Boricha Marg, Lower Parel (E), Mumbai 400 011.

5. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e- voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

6. Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

7. Pursuant to the provisions of Sections 108, 110 and other thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended ( “SEBI Master Circular” ), and SS-2 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 instructions for e-voting are provided as part of this Postal Ballot Notice.

8. The e-voting period commences at 9:00 a.m. (IST) on Wednesday, December 04, 2024 and ends at 5:00 p.m. (IST) on Thursday, January 02, 2025.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

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1. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, January 02, 2025 .

2. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to compliance@abansholdings.com mentioning his / her / its folio number / DP ID and Client ID.

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.

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

Commencement of e- voting	9:00 a.m. (IST) on Wednesday, December 04, 2024
End of e-voting	5.00 p.m (IST) on Thursday, January 02, 2025

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. Friday, November 29, 2024 .

• (d) Members holding shares either in physical form or dematerialized form, as on the Cutoff Date i.e. Friday, November 29, 2024 , (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: How do I vote - electronically using NSDL e Voting system?

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

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- Step 1: Access to NSDL e Voting system

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

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

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

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facilitybyscanningtheQR code mentioned

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below for seamless voting experience.

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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 or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service 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 or joining virtual meeting & voting during the meeting.

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

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

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

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

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

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

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

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

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit
account with NSDL. 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 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
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• 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

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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.

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

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

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

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

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

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

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

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

2. 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 cs@parikhassociates.com with a copy marked to evoting@nsdl.co.in Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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

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

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

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

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

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

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INFORMATION AT A GLANCE:

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Particulars Notes
Cut-off Date to determine those members who Friday, November 29, 2024
are eligible to vote on the resolution
Voting start time and date 9.00 a.m. (IST) on Wednesday, December 04, 2024
Voting end time and date 5.00 p.m (IST) on Thursday, January 02, 2024
Date on which the resolution is deemed to be Last date of voting i.e Thursday, January 02, 2025
passed
Name, address and contact details of Contact Person: Ms. Deepali Dhuri
Registrar and Share Transfer Agent. Compliance Officer
Purva Sharegistry (India) Pvt. Ltd
Unit no. 9, Shiv Shakti Ind. Est.,
J .R. Boricha Marg, Lower Parel (E), Mumbai 400 011
Email ids : support@purvashare.com
Contact Number: 022 23018261/23010771
Name, address and contact details of e- Contact Person: Ms Prajakta Pawale
voting service provider 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.com;
Contact number- 1800 1020 990 / 1800 224 430
NSDL e-voting website address https://www.evoting.nsdl.com/
Name and contact details of the Compliance Contact Person:
Officer
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
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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:

Resolution No. 1: To approve Change in Name of the Company from Abans Holdings Limited To Abans Financial Services Limited

As per Section 13 of the Companies Act, 2013 read with Rule 8 (b)(ii) of the Company (Incorporation) Rules, 2014, the name of the Company should be in consonance with principal objects of the Company as set out in Memorandum of Association.

The name of the Company was changed to Abans Holdings Limited as primarily it being the Holding Company. As the business evolved, the Company felt the need to explore and diversify into new areas and therefore alongwith being the holding company, it ventured into Asset Management and other financial services etc. The Board considers and evaluate proposals from time to time for diversification into areas which would be profitable for the Company as part of its diversification plans.

Currently, the Company is engaged in the business of Investment Management and its current name does not reflect the true nature of its business.

In order to comply with provision of Companies Act, 2013 and in consonance with the main objects of the Company and to enable the company to carry on the business activities in more efficient and feasible manner, the Company has decided to change the name subject to the members approval from present name “ABANS HOLDINGS LIMITED” to “ABANS FINANCIAL SERVICES LIMITED” as approved by ROC/Central Government.

The Board of Directors, at its meeting held on August 07, 2024, approved change the name of the Company subject to necessary statutory approvals. The Board is of the view that the new name will more aptly reflect the Company's business activities. The proposed change in name of the Company would not result in change of the legal status or constitution of the Company, nor would it affect any rights or obligations of the Company or the Members / stakeholders. The Board of Directors is of the opinion that the proposed change of name is in the interest of the Company. The Company has complied with Regulation 45(1) of SEBI (Listing Obligations and Disclosure) Requirements, 2015, to the extent they are applicable. Office of the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, vide its letter dated December 01, 2024, has conveyed it's no objection to change the name of the Company from Abans Holdings Limited to Abans Financial Services Limited. Pursuant to Regulation 45 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from the Practicing Chartered Accountant stating compliance with conditions provided in Sub-regulation (1) has been attached as Annexure to the Notice for the reference to the members.

Pursuant to the provisions of Section 13 and other applicable provisions of the Act, Change in Name of the Company and Alteration of Memorandum of Association of the Company requires approval of the Members by way of Special resolution.

The Board recommends resolution as set out in the Resolution No. 1 for your approval as a Special Resolution.

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None of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned with or interested, financially or otherwise in the proposed resolution as set out in the accompanying Notice except to the extent of their shareholding in the Company, if any.

Resolution No. 2: To approve appointment of Mr. Hariharan Iyer (DIN: 00151584) as an Independent Director of the Company

Appointment of Mr. Hariharan Iyer, as a Director in capacity of Independent Director of the Company (subject to the approval of Members) was approved at Board Meeting held on August 07, 2024 on recommendation of Nomination, Remuneration & Compensation Committee (‘NRCC’) for his first term of two years.

In terms of Regulation 17(1C) of SEBI LODR, approval of members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Additionally, in accordance with Regulation 25 of SEBI LODR, the appointment of an Independent Director requires the approval of shareholders by way of a Special Resolution.

Accordingly, Company had obtained approval of members for appointment of Mr. Hariharan Iyer as a Non-Executive, Independent Director on the Board of the Company through Company’s previous Postal Ballot Notice dated September 18, 2024, which was approved by the members on the last day of the e-voting i.e. October 30, 2024.

However, the aforesaid resolution which was put for approval of members had an inadvertent typographic error in the type of resolution as Ordinary Resolution instead of Special Resolution for the appointment of Mr. Hariharan Iyer as a Non-Executive, Independent Director. Whereas the number of votes received on the same are even more than the votes required for Special Resolution.

In order to rectify the same Company is once again proposing his appointment as an Independent Director for the approval of shareholders by way of a Special Resolution.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Iyer himself and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying Notice.

Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are annexed to 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, Mumbai - 400 021 Sd/Mr. Abhishek Bansal CIN: L74900MH2009PLC231660 Chairman and Managing Director

By order of the Board of Directors for Abans Holdings Limited

CIN: L74900MH2009PLC231660 Website: https://abansholdings.com Email: compliance@abansholdings.com Tel: +91 - 022 – 6179 0000

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Date: November 11, 2024 Place: Mumbai

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