A B Infrabuild Ltd

To,

The Members,

A B Infrabuild Limited,

Your Directors have pleasure in presenting the 14^th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on March 31, 2024. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL RESULTS:

The Company's performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized as below: (Amount in Lakhs)

2. PERFORMANCE REVIEW:

During the year under review, an increase is reflected in the Revenue from operations to Rs. 18,381 in Lakhs as against Rs. 12,308.85 in Lakhs in the previous year. Profit before tax also rose to Rs. 1,559.07 in Lakhs as against Rs. 1,026.74 in Lakhs in the previous financial year and net profit for the year stood at Rs. 1,141.74 Lakhs as against profit of Rs. 753.77 in Lakhs in previous financial year.

3. DIVIDEND:

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the year under review.

4. RESERVES:

In the financial year 2023-24, the reserves maintained with the Company is Rs.3,638.72 in Lakhs while in the previous year 2022 -23 Reserves of the Company were Rs. 2265.16 in Lakhs.

5. MATERIAL CHANGE AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There have been material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report as mentioned below:

1. Mr. Mukesh Pandey holding a position of Non- Executive (Non- Independent) Director of the Company has tendered his resignation with effect from 29^th July, 2024.

2. The Company has announced the Right issue of 55,27,180 Equity shares of Face Value of Rs.10 each at the issue price of Rs. 18 per Right Equity Shares in the ratio of 1equity shares for every 8 EquityShares held by the shareholders and is under process of Completion of the Right Issue.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

7. CHANGES IN NATURE OF BUSINESS :

There is no significant change made in the nature of the Company during the financial year under review.

8. SHARE CAPITAL:

The Capital Structure of the Company as on March 31, 2024 are as follows: -

The Authorized Share Capital of the Company is increased to Rs. 75,00,00,000/- (Rupees Seventy - Five Crore Only) divided into 7,50,00,000 ( Seven Crore Fifty Lakh) Equity Shares of Rs. 10/- Each from Rs. 50,00,00,000 (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each by passing a Ordinary Resolution via Postal Ballot on 27th March, 2024.

The Company have increased th e Authorized Share Capital from Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 ( One Crore Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten Each) to Rs.50,00,00,000/- ( Rupees Fifty Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten Each) by passing Ordinary Resolution in the Extra - ordinary General Meeting held on 04^th May, 2023.

The Issued, Subscribed and Paid up Share Capital of the Company is Rs. 44,21,74,470 (Rupees Forty- Four crores Twenty- One Lakh Seventy- Four Thousand Four Hundred Seventy) divided into 4,42,17,447 (Four crores Forty-Two Lakh SeventeenThousand Four Hundred Forty Seven) Equity Shares of Rs. 10/- each consequent to issue of 86,68,000 Equity Shares of face value of Rs. 10/- each at the issue price of Rs. 10.80 including premium of Rs. 0.80 on private and preferential basis to Promoters, Promoter Group and non - Promoters and receipt of full consideration against such Equity Shares and issue of 2,63,68,000 fully convertible Share warrants into Equity Shares of the Face value of Rs. 10 each at the issue price of Rs. 10.80 including premium of Rs. 0.80 on private and preferential basis to Promoters, Promoter Group and non-Promoters.

Pursuant to the special resolution passed at the Extra-Ordinary General Meeting of the Company held on Thursday, May 04, 2023 your company allotted 2,63,68,000 numbers of warrants in tranches to Promoters, Promoter Group and Non-promoters on preferential basis at a price of Rs.10.80 per Warrant including a premium of Rs. 0.80 each pursuant to the receipt of full Consideration against such warrants from all the allottees except for 75% of consideration against the share warrants to be received from Mr. Amit Mishra and Mr. Bharat Parmar.

The Company has announced the Right issue of 55,27,180 Equity shares of Face Value of Rs. 10 each at each at the issue price of Rs. 18 per Right Equity Shares in the ratio of 1 equity shares for every 8 Equity Shares held by the shareholders and is under process of Completion of the Right Issue.

The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

9. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES:

As on March 31, 2024, the Company does not have any subsidiary or joint venture and associate company.

The Company's shares are listed on NSE emerge SME platform with ISIN INE00YB01017 & Symbol ABINFRA.

Company has passed special resolution through Postal Ballot Notice for the purpose of Migration of Listing / Trading of Equity Shares of the Company from NSE Emerge/SME Exchange Platform of National Stock Exchange of India Limited (NSE) to Main Board of National Stock Exchange of India Limited as well as on Main Board of BSE Ltd. The Resolution(s) set out in the Notice was declared passed with the requisite majority by the shareholders of the Company on 27 th March, 2024.

The Composition of the Board and Key Managerial Persons (KMP) of the Company as on March 31 2024 were as follow:

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Bharatkumar Parmar, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re - appointment. The Board of Directors recommends his re-appointment(s).

Pursuant to the provisions of sub - section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director has complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Act.

Independent Directors who are required to undertake the online proficiency self assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have cleared such test. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013.

The Board of Directors met 15 times during the financial year on April 11, 2023, April 13, 2023, May 16 2023, May 26, 2023, June 06, 2023, June 22, 2023, June 30, 2023, August 01, 2023 , September 01, 2023, October 3rd, 2023, October 26, 2023,October 31, 2023, November 09, 2023, February 9, 2024 and February 23, 2024 and in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The Audit Committee met 4 times during the Financial Year ended March 31, 2024. The Stakeholders Relationship Committee met 1 time during the Financial Year ended March 31, 2024. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2024. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

COMMITTEES OF THE BOARD :

The Company has three committees viz; Audit Committee, Nomination , Remuneration Committee, Stakeholders Relationship Committee and constitution of the CSR committee is not required to be formed by the Companies, the CSR Amount of which does not exceed 50 Lakhs as per Section 135(9) 13. of Companies Act, 2013 which has been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

During the year under review, meeting of Audit Committee were held on May 26, 2023, August 01,

2023, November 09, 2023 and February 23, 2024 the attendance records of the members of the Committee are as follows:

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

During the year under review, meeting of Nomination & Remuneration Committee was held on May 26, 2023 and August 01, 2023 the attendance records of the members of the Committee are as follows:

During the year under review, meeting of Stakeholder Relationship Committee was held on February 23, 2024 and the attendance records of the members of the Committee are as follows:

Note: Constitution of CSR Committee is not applicable to our Company since CSR Obligations does not exceed Rs. 50 Lakh as per Section 135(9) of Companies Act, 2013. However, the Company has constituted CSR Committee as practice of Good Corporate Governance.

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

During the year under review, provisions of Corporate Social Responsibility as mentioned under section 135 of the Companies Act, 2013 is applicable on the Company and the CSR Amount reckoned for the financial year 31^st March, 2024 is to be spent by the company during the financial year 2024-2025. The Company has framed CSR Policy which is available for access on the website of the Company on www.abinfrabuild.com.

The Annual Report on CSR is enclosed as Annexure-3 with this Directors report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at ^{www.abinfrabuild.com.}

The Board of the Company has evaluated a risk management to monitor the risk management plan for the company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

The development and implementation of risk management has been covered in the Management Discussion and Analysis, which forms part of annual report.

The details of loans, guarantees or investments covered under the provision of under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

^{This clause is not applicable to the Company}

During the year under review n o significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

The Shareholders of the Company re-appointed M/s Bhuwania & Agrawal Associates , Chartered Accountants, in 12^th Annual General Meeting of the Company held on September 29, 2022, as Statutory Auditors of the Company for a further period of 5 years to hold office from the Financial Year 2022-23 to 2026-27.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Mehul B. Bambhroliya, Proprietor of M/s. BMB & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure 8 and forms part of this report.

The Board of Directors based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed. Mr. Kantimohan Mishra having office address at 215, Neo Corporate Plaza, Ramchandra Extn. Lane, Malad (W), Mumbai 400 064 as the Internal Auditors of your Company for the year under review. The Internal Auditor conducts the internal audit functions and operations of the Company and reports to the Audit Committee and Board from time to time.

Statutory Auditor's Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review. The notes on accounts referred to the Auditors' Report are self- explanatory and therefore, do not call for any further explanation.

There is under mentioned qualifications, reservations or adverse remarks made by Secretarial Auditors in their Secretarial Audit Report for the Financial Year ended March 31, 2024:

1. There was an unspent amount of CSR pertaining to the Financial Year 31/03/2023 that required to be spent before the financial Year 31/03/2024 unless the unspent amount relates to any ongoing project referred to in section 135(6), transfer such unspent amount to a Fund specified in ScheduleVII, within a period of six months of the expiry of the financial year i.e. on or before the 30/09/2024 .

^{Explanation from the Management:}

The CSR amount of Rs. 6,35,475/- (Rupees Six lakhs Thirty - Five Thousand Four Hundred and Seventy - Five Only) reckoned as per Section 198 of Companies Act, 2013 outstanding as on 31^st March, 2023 and required to be spent during the Financial year from 1 ^st April, 2023 till 31 ^st March, 2024. If there is any unspent CSR amount remaining at the end of the financial year, it should be transferred to the funds specified under Schedule VII of Companies Act, 2013 within 6 months from the end of financial year. Accordingly, the Company has transferred the CSR amount for the financial year 31^st March, 2023 to the Prime Minister National Relief Funds (funds) on 19/07/2024.

The CSR amount to be spent during the financial year 2023- 2024 was remained unspent by the management of the Company due to the inadvertently overlooked by the Board however the Company has complied with section 135(5) of the Companies Act, 2013 as applicable to the company.

22. COMPLIANCE WITH SECRETARIAL STANDARDS :

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24.

In order to prevent sexual harassment of women at work place an act "The Sexual Harassment of Women at Workplace" (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report is annexed as Annexure - 4.

26. EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in Form No. MGT 9 in compliance with the requirement of Section 92(3), Section 134(3) of the Companies Act 2013 is annexed with the Board's Report as

Annexure-1 .

Related party transactions entered during the financial year under review are disclosed in the Financial Statements of the Company for the financial year ended March 31, 2024 as required under Accounting Standard-18. These transactions entered were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the details of contracts and arrangements with related parties is enclosed herewith as Annexure-2 as per applicable provisions of the Companies Act, 2013.

The Company has no Holding and Subsidiary Company hence, this clause is not applicable to the Company.

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs.1,02,00,000/- per annum and hence the Company is required to give information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the following details form part of Annexure-5 and Annexure-6 to the Board Report;

? Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 statement containing the names and other particulars of top ten employees in terms of Remuneration drawn by them in Annexure-5.

? Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 - Annexure 6.

There was no fraud disclosed during the current Financial Year.

The Board has laid down a Code of Conduct ("Code") for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company's website at www.abinfrabuild.com All the Board Members and Senior Management Personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company.

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However the Company is listed on Emerge SME platform of National Stock Exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

All the directors of the Company are non - disqualified and certificate for the same from the Practicing Company Secretary is annexed as Annexure-7.

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.abinfrabuild.com.

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company being engaged in the service sector of Entertainment Business neither involved in any manufacturing processing and

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements ^{of the company for the year ended March 31, 2024, the Board of Directors hereby confirms that:}

? In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

? The Directors had selected such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profits of the company for the year ended on that date;

? The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? The Directors has prepared annual accounts of the Company have been prepared on a going concern basis;

? The Directors have laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

? The Directors had devised proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review no Corporate Insolvency Resolution Process was initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF : Not Applicable

39. COST RECORDS:

Cost Record as required to be maintained by the Company pursuant to an order of the Central Government has been duly maintained by the Company.

Bigshare Services Private Limited

PINNACLE BUSINESS PARK, Office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 Telephone No.: 022-62638200, Fax No.: +91-22 6263 8299 Email Id: marketing@bigshareonline.com/investor@bigshareonline.com info@bighsareonline.com Website: http://www.bigshareonline.com.

Your Directors take this opportunity to express their deep and sincere gratitude to the Client, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.