డైరెక్టర్ల నివేదిక AB Infrabuild Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 15th Annual Report of your company along with
the Audited Financial Statements for the Financial Year ended on March 31, 2025. 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, 2025 as compared to
the previous financial year is summarized as below:

Amount in Lakhs)

PARTICULARS	2024-25	2023-24
Revenue from Operations	20,816.88	18,381.00
Other Income	176.88	67.79
Total Revenue	20,993.56	18,448.79
Total Expenses	18,741.84	16,850.30
Profit Before Tax & Exceptional	2,251.72	1,598.49
Less: Exceptional Items	66.15	(39.42)
Profit/ (Loss) Before Tax	2,185.57	1,559.07
Less: Current Tax	605.60	414.40
Less: Short/Excess Provision of Taxation	0.90	-
Less: Deferred Tax	(33.07)	2.93
Profit/ (Loss) After Tax	1,612.14	1,141.74
Other Comprehensive Income	-	-
Net Profit/ (Loss)	1,612.14	1,141.74

2. PERFORMANCE REVIEW:

During the year under review, an increase is reflected in the Revenue from operations to Rs. 20,816.88
in Lakhs as against Rs. 18,381.01 in Lakhs in the previous year. Profit before tax also rose to
Rs. 2,185.57 in Lakhs as against Rs. 1,559.08 in Lakhs in the previous financial year and net profit for
the year stood at Rs. 1,612.14 Lakhs as against profit of Rs. 1,141.75 in Lakhs in previous financial
year.

3. BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS:

The last few years have proven to be a phase of intense action and reflection for the global economy. We have seen
global pandemic, geopolitical tensions, supply chain disruptions, the rise and fall of crypto currency and many
other public and private upheavals. As some of these tensions still persist, our economy continues to be resilient,
clocking a strong GDP growth year on year. As a clearer picture of the global market emerges, I believe we are
standing at the threshold of a period of great opportunity and growth.

India has to enhance its infrastructure to reach its 2025 economic growth target of US$ 5 trillion. Cement demand
in India is projected to remain robust in the coming years, with a compound annual growth rate (CAGR) of 7-8%
over FY25E-27E, according to a report by JM Financial.

Development of infrastructure has a multiplier effect on demand and efficiency of transport and increases
commercial and entrepreneurship opportunities. Union Minister of Finance Mrs. Nirmala Sitharaman announced
plans to connect 120 new airports over the next 10 years, benefiting four crore additional passengers. As per a
report of Morgan Stanley India''s infrastructure investment to steadily increase from 5.3% of GDP in FY24 to
6.5% of GDP by FY29. Government has approved 56 new Watershed Development Projects across 10 high-
performing states, with a budget of Rs. 700 crore (US$ 80.9 million).

As a part of the Union Budget 2025-26 is complemented with a continuation of the 50 year interest-free loan
states for capital expenditure and incentives for reforms., with a significantly enhanced outlay of Rs. 1.5 lakh
crore (US$ 17.30 billion). As per the Union Budget 2025-26 accesses to relevant data and maps from the PM Gati
Shakti portal will be provided to private sector in project planning. The Pradhan Mantri Kisan SAMPADA Yojana
(PMKSY) is a government initiative aimed at developing modern infrastructure and efficient supply chain
management to boost the food processing sector in India. The scheme aims to reduce agricultural wastage,
increase the processing level, improve farmers'' returns, and create rural employment opportunities.

In the Union Budget 2025-26, capital investment outlay for infrastructure has been increased to Rs. 11.21 lakh
crore (US$ 128.64 billion), which would be 3.1% of GDP. The Infrastructure Finance Secretariat is established to
enhance opportunities for private investment in infrastructure that will assist all stakeholders in more private
investment in infrastructure.

The Indian government has introduced various formats to attract private investments, especially in roads and
highways, airports, industrial parks and higher education and skill development sectors. The Second Asset
Monetization Plan aims to reinvest Rs. 10 lakh crore (US$ 115.34 billion) in capital for new projects over the
period 2025-30 to recycle capital and attract private sector participation.

The ''Green Energy Project'' is an initiative to make Indian Railways environment-friendly by focusing on
renewable sources of energy.

Indian Railways aims to more than double its net earnings to Rs. 3,041.3 crore (US$ 348.01 million) in FY26,
driven by higher passenger and freight revenue. The budget includes manufacturing 100 new Amrit Bharat, 50
Namo Bharat, and 200 Vande Bharat trains. Revenue receipts are projected to exceed Rs. 3,00,000 crore (US$
34.33 billion) for the first time.

Under the Union Budget 2025-26, the government has allocated record CAPEX of Rs. 2,65,200 crore (US$ 31.43
billion) for Railways. As of November 2024, the Indian Railways has transported 1,038 Million Tonnes (MT) of
freight, which is a 2.1% increase from the previous year. In April 2023, the Network Planning Group (NPG) under
the PM GatiShakti initiative approved four railway projects related to the doubling of lines between Aurangabad
and Ankai in Maharashtra.

In February 2023, the Network Planning Group (NPG) under the PM GatiShakti initiative approved three railway
projects related to the doubling of lines between Aurangabad and Ankai in Maharashtra.

With a 10.1% increase in the current fiscal year, capital expenditures (capex) are on the rise, which bolsters
ongoing infrastructure development and fits with Vision 2027 goals for India''s economic growth to become a
US$ 5 trillion economy. In order to anticipate private sector investment and to address employment and
consumption in rural India, the budget places a strong emphasis on the development of roads, shipping, and
railways.

Your company remains committed to delivering sustainable growth and creating long-term value for its
stakeholders. The resilient, competitive, and profitable growth in the past years has propelled your company to
new highs.

4. REVIEW OF OPERATIONS:

Your Company is one of the leading company in civil infrastructure companies in the country.

The Company is working on many civil infrastructure projects around the country, the details of same are
mentioned in Management Discussion and Analysis Report attached to the Directors Report.

5. CHANGES IN NATURE OF BUSINESS:

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

6. DIVIDEND:

The Board of Directors (“Board”) is pleased to recommend a dividend @ Rs. 0.05 per Equity share (0.50%) on
6,38,78,936 Equity Shares of Rs. 10/- each for the year ended 31st March, 2025, subject to the approval of the
Shareholders at the ensuing 15th AGM.

7. RESERVES:

In the financial year 2024-25, the reserves maintained with the Company is Rs. 5,714.58 in Lakhs while in the
previous year 2023-24 Reserves of the Company were Rs. 3,638.72 in Lakhs.

8. SHARE CAPITALS:

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company.
As at 31st March, 2025 the Authorized Share Capital of the Company stood at Rs. 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.

During the year under report, the issued, subscribed and paid up capital have been raised as follows:

i. The Company have issued and allotted 55,27,000 equity shares on rights basis at Rs. 18/- each including
premium of Rs. 8/- each to raise Rs. 9,94,86,000 on 15th October, 2024 to increase the paid up capital of the
Company to Rs. 49,74,44,470 divided into 4,97,44,447 Equity Shares of Rs. 10/- each.

ii. The Company have issued and allotted 34,88,000 equity shares on conversion of share warrants at Rs. 10.8/-
each including premium of Rs. 0.80/- each (out of which Rs. 2.70 have been raised at the time of allotment) to
raise Rs. 3,76,70,400 on 12th November, 2024 to increase the paid up capital of the Company to Rs.
53,23,24,470 divided into 5,32,32,447 Equity Shares of Rs. 10/- each.

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

Company does not have any subsidiary or joint venture and associate company during the period under review.

10. LISTING OF SHARES:

Your Company were listed on the NSE emerge SME platform with ISIN INE00YB01017 & Symbol ABINFRA.
The Company has migrated from NSE emerge SME platform to NSE Main Board and listed on BSE Main Board
on 8th November, 2024.

11. AUDITORS:

11.1. Statutory Audit:

M/s Bhuwania & Agrawal Associates, Chartered Accountants, Mumbai (Registration No. 101483W), were
appointed as statutory auditors of the Company at the 11th AGM held on 29th September, 2021 for the second
term of five consecutive years, to hold office from the conclusion of 11th AGM until conclusion of 16th AGM.

As per the amended section 139 of the Act, the appointment of Statutory Auditors is not required to be ratified at
every AGM.

There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their Report. Hence,
Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

11.2. Secretarial Audit:

Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s. BMB & Associates (CP
No. 10198), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year
ended 31st March, 2025.

Secretarial Audit Report of the Company for the year ended 31st March, 2025 is annexed to this Report as
Annexure - G.

12. Statutory Disclosures:

12.1 Management Discussion and Analysis:

As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and
Analysis is annexed to this Report - Annexure - A.

12.2 Corporate Goverance:

As required under Regulation 34(3) read with Schedule V (C) of the SEBI (LODR) Regulations, 2015, a report
on the ''Corporate Governance'', together with a certificate of statutory auditors, confirming compliance of the
conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has
adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

12.3 Annual Returns:

In terms of Section 134 and 92 of the Companies Act, 2013 (“the Act”), an extract of the Annual Return is
placed on the website of the Company www.abinfrabuild.com.

12.4 Familiarization Programme for Independent Directors:

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties under
the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarization programme is available on the website of the Company at
www.abinfrabuild.com.

12.5 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134 (3) (m) of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules,
2014 is annexed to this Report - Annexure C.

12.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of
employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is enclosed as Annexure D.

12.7 Number of Board & Committee Meetings:

During the year under review, 14 (Fourteen) Board Meetings were convened and held. The required details
are given in the Corporate Governance Report forming part of this report.

12.8 Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required
under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as
provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise,
experience and fulfill the conditions specified under the Act, and the Listing Regulations.

12.9 Disclosure regarding Company''s Policies under the Companies Act, 2013:

i. Remuneration and Nomination Policy:

The Board has framed a Policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under section 178 (3)
of the Act for the directors, key Managerial Personnel and other employees of the Company.

The Policy is available on the Company''s website at www.abinfrabuild.com.

ii. Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - E.

iii. Whistle Blower Policy / Vigil Mechanism:

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is
available on the Company''s website at www.abinfrabuild.com.

During the reporting period, no person has been denied access to the Chairman of the Audit Committee.

iv. Risk Management Policy:

The Company has a structured Risk Management policy. The Risk Management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated
with the management process such that they receive the necessary consideration during decision making. The
Policy is available on website ofthe company i.e. www.abinfrabuild.com.

v. Dividend Distribution Policy (DDP):

The Report on DDP is annexed to this Report - Annexure - F and is available on website of the company i.e.
www.abinfrabuild.com.

vi. Related Party Transactions (RPTs):

The Company has a well-defined process of identification of related parties and transactions there with, its
approval and review. The disclosures of RPTs and Policy for the same are hosted on the Company''s website at
www.abinfrabuild.com.

All the Related Party Transactions entered into during the financial year were on an arm''s length basis and were in
the ordinary course of business. Related Party Transactions (RPTs) entered into by the company during the
financial year, which attracted provisions of section 188 of the Companies Act, 2013 and as defined under
regulation 23 of listing regulations, 2015, a detailed disclosure of this transaction with the related parties are
provided in the Notes to the Financial Statements.

There were no transaction requiring disclosure under section 134(3)(h) of the Act, hence the prescribed Form
AOC-2 does not form a part of this report.

During the year 2024-25, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing
Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer note no. 33 forming part of the Annual Audited Financial Statements which set out
related party disclosure.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by
the Board may be accessed on the Company''s website at www.abinfrabuild.com.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all
transactions between the Company and Related Parties. This Policy specifically deals with the review and
approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that
may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary
Course of Business and at Arm''s Length were reviewed and approved by the Audit Committee. All Related Party
Transactions are placed before the Audit Committee for its review on a quarterly basis.

12.10 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to
the Financial Statements and forms a part of this Annual Report.

13. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and
SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and
General Meetings respectively, have been duly complied with.

14. FINANCE:

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and
other institutions.

15. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and
monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The development and implementation of risk
management policy has been covered in the Management Discussion and Analysis which forms a part of the
Annual Report.

Your Company has in place adequate internal financial controls with reference to financial statements,
commensurate with the size, scale and complexity of its operations. These controls have been identified by the
management and are checked for effectiveness across all locations and functions by the management and tested
by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if
any, are reported to the Audit Committee periodically.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were
observed.

16. DIRECTORS AND KMP:

Mr. Mukesh Pandey (DIN: 07757538) has resigned from the designation ofNon-Executive Director with effect
from 30th July, 2024.

Mrs. Pooja Soni, Company Secretary and Compliance Officer have tendered her resignation on 11th November,
2024.

Ms. Shivani Amit Mishra (DIN: 09093100) have been appointed as an Executive Director with effect from 12th
November, 2024.

Mr. Amrit Prakashchandra Suthar has been appointed as Company Secretary and Compliance Officer has
tendered her resignation on 12th November, 2024..

Mr. Sadiq Shakil Merchant (DIN: 10862475) have been appointed as a Non-Executive Independent Director
with effect from 5th December, 2024.

17. GENERAL DISCLOSURES:

During the financial year under review:

i. Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual
evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.

ii. Change in the nature of the business:

There was no change in the nature of business of the Company.

iii. Deposits:

The Company has not accepted any deposits from public;

iv. Significant and material orders passed:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future;

v. Prevention of Sexual Harassment of Women at Workplace:

The Company has constituted a committee in compliance of the provisions of “Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

No case was reported to the Committee during the year under review.

vi. Proceedings under Insolvency and Bankruptcy Code, 2016 (“IBC”):

There were no applications made or any proceedings pending under IBC by or against the Company;

vii. Details of one-time settlement:

There were no instances of onetime settlement with any Banks or Financial Institutions;

viii. Giving of loan for purchase of shares:

The Company has neither made any provision of money nor provided any loan to the employees of the company
for subscription to/purchase of shares of the Company, pursuant to section 67 of the Act and Rules made
thereunder;

ix. Fraud Reporting:

The Statutory/Cost/Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Companies Act;

x. Material changes and commitments:

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:

The Company has allotted 1,06,46,489 Equity shares of Face Value of Rs.10 each at the issue price of Rs. 37.50
per Equity Shares on rights basis in the ratio of 1 equity shares for every 5 Equity Shares held by the shareholders.

18. COMMITTEES OF THE BOARD:

There are various Board constituted Committees as stipulated under the Act and SEBI Listing Regulations
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility (CSR) Committee and Risk Management Committee. Brief details pertaining to
composition, terms of reference, meetings held and attendance there at of these Committees during the year has
been enumerated in Corporate Governance report.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) ofthe Act, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that
are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company
as on 31st March, 2024 and of the profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) The Annual accounts have been prepared on a going concern basis;

(e) Internal financial controls have been laid down and followed by the company and that such controls are
adequate and are operating effectively;

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

20. INDUSTRIAL RELATIONS:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under
review.

21. APPRECIATION:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions,
Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the
Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, 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.

By Order of Board of Directors

For A B INFRABUILD LIMITED

Sd/- Sd/-

Amit Mishra Bharatkumar Parmar

Managing Director Whole time Director

DIN-03388129 DIN: 07645422

Date: 08.08.2025
Place: Mumbai

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Mar 31, 2024

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)

Particulars	2023-24	2022-23
Revenue from Operations	18381.00	12308.85
Other Income	67.79	69.79
Total Revenue	18,448.79	12,378.64
Less: Cost of Construction	14302.51	10900.28
Less: Finance Cost	521.47	445.01
Less: Depreciation & Amortization	349.39	74.37
Less: Other Expenses	1,115.56	565.13
Profit Before Tax & Exceptional Items	1598.49	819.47
Less: Exceptional Items	(39.42)	(207.27)
Profit/ (Loss) Before Tax	1559.07	1026.74
Less: Current Tax	414.40	213.00
Less: Short/Excess Provision of Taxation	-	7.68
Less: Deferred Tax	2.93	52.29
Profit/ (Loss) After Tax	1141.74	753.77
Other Comprehensive Income	-	-
Net Profit/ (Loss)	1141.74	753.77

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 1 equity shares for every 8 EquityShares held by the shareh olders 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 O rdinary 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 crore s Twenty-One Lakh Seventy-Four Thousand Four Hundred Seventy) divided into 4,42,17,447 (Four crores Forty-Two Lakh Seventeen Thousand 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 consid eration 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.

Preferential Allotment of Warrants

Pursuant to the special resolution passed at the Extra-Ordinary General Meeting of the Company held on Thursday, May 0 4, 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.

10. LISTING OF SHARES :

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 r equisite majority by the shareholders of the Company on 27 ^th March, 2024.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No	Name of Director	Designation / Appointment	Change in designation	Date of change in designation / Date of Appointment	Date of Resignation
1	Mr. Amit Mishr a	Managing Director	07/06/2023	07/06/2018
2	Mr. Bharatkumar Parmar	Whole Time Director	07/06/2023	07/06/2(18
3	Mr. Shreeprakash Singh	Director (NonExecutive)	13/04/2023	07/06/2018
4	Mr. Mukesh Pandey	Director(Non -Executive)	01/10/2022	07/06/2018	30/07/2024
5	Dr. Udayan Chindarkar	Independent Director		07/06/2018
6	Ms. Vanita Bhuva	Independent Director		07/06/2018
7	Ms. Archana Rakesh Pandey	Independent Director		26/05/2023
8	Mr. Pawan R Prajapati	Company Secretary		25/06/2022	16/09/2023
9	Ms. Pooja Soni	Company Secretary		01/11/2023
10	Mr. Danish Salmani	Chief Financial Officer		01/12/2021

Note:

1. Designation of Mr. Shreeprakash Singh has been changed from Whole time Director to Director (Non-Executive) with effect from April 13, 2023.

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

3. Ms. Vanita Vinodbhai Bhuva, an Independent Director of the Company is reappointed in the Annual General Meeting held on 29th September, 2022.

4 . Dr. Udayan Chindarkar, an Independent Director of the Company is reappointed in the Annual General Meeting held on 29th September, 2022.

5. Ms. Archana Pandey is being appointed as Independent Director of the Company with effect from 26th May, 2023.

6. Ms. Pooja Soni is being appointed as Company Secretary and Compliance Officer with effect from 31st October, 2023.

7. Mr. Pawan Prajapati resigned from the post of Company Secretary and Compliance Officer with effect from 16th September, 2023.

Directors Retiring by Rotation:

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).

Declaration by Independent Directors:

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.

12. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

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, 202 3, October 26, 2023, October 31, 2023, November 09, 2023, February 9, 2024 and February 23, 2024 and in accordance with t he 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.

Attendance of Directors in the Board Meeting:

Sr. No.	Name of Directors	No. of Board Meetings
		Entitle to attend	Attended
1	Mr. Amit Mishra	15	15
2	Mr. Bharatkumar Parmar	15	15
3	Mr. Shreeprakash Singh	15	09
4	Mr. Mukesh Pandey	15	09
5	Dr. Udayan Chindarkar	15	11
6	Ms. Vanita Bhuva	15	11
7	Ms. Archana Rakesh Pandey	11	05

Number of Committees Meeting

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.

Audit Committee:

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:

I.	Z SP o	Name	Designation	No. of Meetings
				Held	Attended
	1	Ms. Vanita Bhuva	Member	4	4
	2	Dr. Udayan Chindarkar	Member	4	4
	3	Mr. Mukesh Pandey	Member	4	2
	4	Mr. Amit Mishra	Member	4	4
	5	Ms. Archana Rakesh Pandey	Member	4	2

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:

Z sp o	Name	Designation	No. of Meetings
			Held	Attended
1	Dr. Udayan Chindarkar	Member	2	2
2	Ms. Vanita Bhuva	Member	2	2
3	Mr. Mukesh Pandey	Member	2	2
4	Mr. Amit Mishra	Member	2	2
5	Ms. Archana Rakesh Pandey	Member	2	2

III. Composition of Stakeholder Relationship Committee

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:

Z sp o	Name	Designation	No. of Meetings
			Held	Attended
1	Dr. Udayan Chindarkar	Member	1	1
2	Ms. Vanita Bhuva	Member	1	1
3	Mr. Mukesh Pandey	Member	1	1
4	Mr. Amit Mishra	Member	1	1
5.	Ms. Archana Pandey	Member	1	1

Sr.	Name	Designation
No.
3	Mr. Amit Mishra	Chairman and Member
4	Mr. Bharat Parmar	Member
5.	Dr. Udayan Chindarkar	Member

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.

14. PERFORMANCE EVALUATION OF THE BOARD :

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, 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.

15. CORPORATE SOCIAL RESPONSIBILITY:

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.

16. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES :

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.

17. RISK MANAGEMENT:

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.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

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.

19. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

This clause is not applicable to the Company

20. MATERIAL ORDERS OF JUDICIAL BODI ES / REGULATORS

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.

21. AUDITORS :

STATUTORY AUDITORS

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.

SECRETARIAL AUDITORS

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.

INTERNAL AUDITORS

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 Auditor s 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.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT 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.

Secretarial Auditor''s Report:

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 financia l 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.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

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.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

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.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

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.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFFERRED TO IN SUB SECTION 1 OF SECTION 188

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.

28. REMUNERATION RECEIVED BY MANAGING DIRECTOR AND WHOLETIME DIRECTOR FROM HOLDING AND SUBSIDIARY COMPANY

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

29. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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.

30 . FRAUD REPORTING :

There was no fraud disclosed during the current Financial Year.

31 . CODE OF CONDUCT:

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.

32. CORPORATE GOVERNANCE :

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.

33 . NON -DISQUALIFICATION OF DIRECTORS :

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

34. POLICY FOR PRESERVATION OF DOCUMENTS :

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.

35 . PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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 foreign exchange earnings of the Company are NIL/- and Outgo are NIL/-.

36. DIRECTOR''S RESPONSIBILITY STATEMENT

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 Compa ny 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.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANRUPTCY CODE, 2016 (IBC)

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

38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE 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.

40. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION :

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: [e-mail]/[email protected]

[email protected]

Website: http://www.bigshareonline.com.

ACKNOWLEDGEMENTS AND APPRECIATION

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.

By Order of Board of Directors

For A B INFRABUILD LIMITED

Sd/- Sd/-

Amit Mishra Bharatkumar Parmar

Managing Director Whole time Director

DIN-03388129 DIN: 07645422

Date: 16.08.2024 Place: Mumbai

---

Mar 31, 2023

The Directors have pleasure in presenting the 13 ^th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on March 31st, 2023 . 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, 2023 as compared to the previous financial year is summarized as below:

(Amount in Lakh)
Particulars	2022-23	2021-22
Revenue from Operations	12308.86	6431.57
Other Income	69.79	28.35
Total Revenue	12378.65	6459.80
Less: Finance Cost	445.01	393.85
Less: Depreciation & Amortization	74.37	81.76
Less: Other Expenses	11039.79	5917.11
Profit Before Tax & Exceptional Items	819.48	67.08
Less: Exceptional Items	(207.27)	(45.43)
Profit/ (Loss) Before Tax	1026.75	112.51
Less: Current Tax	213	17.66
Less: Short/Excess Provision of Taxation	7.68	0.32
Less: Deferred Tax	52.29	8.09
Profit/ (Loss) After Tax	753.78	86.44
Other Comprehensive Income	-	-
Net Profit/ (Loss)	753.78	86.44

2. PERFORMANCE REVIEW:

During the year under review, the revenue from operations were ? 12308.86 Lakhs as against ? 6431.57 Lakhs in the previous year. The Company reported a profit before tax of ? 1026.75 Lakhs as against loss of ? 112.51 Lakhs in the previous financial year and net profil for the year was ? 753.78 Lakhs as against loss of ? 86.44 Lakhs in previous financial year.

3. IMPACT OF COVID-19 PANDEMIC:

In the early 2023 the world faced the impact of 3rd Wave of Covid, however there was no lockdown in the country, which ensured the smooth working of the industries, supply chains were not disrupted, factory employees were able to go to work etc.

The management is of the view that future prospects and growth of your Company will depend on the overall economic scenario. However, all necessary activities have been initiated which would give us the lead in future.

4. 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 period under review.

5. RESERVES:

In the financial year 2022 -23, the reserves maintained with the Company is ? 2265.16 Lakhs while in the year 2021-22, reserves was ? 1511.84 Lakhs.

6. 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:

A. Company convened Extra-Ordinary General Meeting on May 04, 2023 to pass resolution as

mentioned below:

I. For increasing the Authorised Share Capital of the Company from Rs.15,00,00,000

(Rupees Fifteen Crore Only) divided into 1,50,00,000 Equity Shares of Rs.10 (Rupees Ten Only) each to Rs.50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.

ii. For issue of Equity Shares up to 86,68,000 having face value of Rs. 10 (Rupees Ten) and at an issue price of Rs. 10.80/-(Rupees Ten & Eighty Paisa Only) total aggregating to Rs. 9,36,14,400 [Nine Crore Thirty Six Lakhs Fourteen Thousand & Four Hundred Only) on preferential basis pursuant to sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR) Regulations and the SEBI (LODR) Regulations as amended from time to time.

iii. For issue of 2,63,68,000 fully convertible warrants ("Warrants/ Convertible Warrants") into Equity Shares, In accordance with Sections 23,42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR)Regulations and the SEBI (LODR) Regulations as amended from time to time.

B. 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 Sunday, May 14, 2023.

7. 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.

8. CHANGES IN NATURE OF BUSINESS:

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

9. SHARE CAPITAL:

The Capital Structure of the Company as on March 31st, 2023 are as follows: -

The Authorized Share Capital of the Company is ? 15,00,00,000 (Rupees Fifteen Crore)

divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of 10/- each.

The Issued, sub scribed and Paid up Share Capital of the Company is ? 12,66,94,470 (Rupees Twelve Crore Sixty -Six Lakh Ninety Four Thousand Four Hundred Seventy) divided into 1,26,69,447 (One Crore Twenty -Six Lakh Sixty -Nine Thousand Four Hundred Forty Seven) Equity Shares of ? 10/- each.

During the year under review the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.

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

As on 31st March 2023, the Company does not have any subsidiary or joint venture and associate company.

11. LISTING OF SHARES:

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

12 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board and Key Managerial Persons (KMP) of the Company as on March 31st, 2023 were as follow:

Sr. No.	Name of Director	Designation / Appointment	Change in designatio n	Date of change in designation / Date of Appointment	Date of Resignation
1	Mr. Amit Mishra	Managing Director	-	07/06/2018	—
2	Mr. Shreeprakash Singh	Whole Time Director	-	07/06/2018	—
3	Mr. Bharatkumar Parmar	Whole Time Director	-	07/06/2018	—
4	Mr. Mukesh Pandey	Director (Non-Executive)	Director (Non-Ex ecutive)	01/10/2022	—
5	Mr. Udayan Chindarkar	Independent Director	-	07/06/2018	—
6	Ms. Vanita Bhuva	Independent Director	-	07/06/2018	—
7	Mr. Pawan Prajapati	Company Secretary	-	25/06/2022	—
8	Mr. Danish Salmani	Chief Financial Officer	-	01/12/2021	—

Mr. Shreeprakash Singh''s designation has been changed from Whole time Director to Director (NonExecutive) with effect from April 13, 2023.

Further, Company has appointed Ms. Archana Rakesh Pandey as Independent Director of the Company with effect from May 26, 2023 subject to approval of shareholders at the ensuing Annual General Meeting.

Directors Retiring by Rotation:

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Shreeprakash Singh, 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).

Declaration by Independent Directors:

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 s pecified in Section 149(6) of the Companies Act, 2013.

The Independent Director have 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.

13. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 10 times during the financial year ended March 31, 2023 on May 30, 2022, June 25, 2022, September 03, 2022, October 27, 2022, November 10, 2022, November 24, 2021, December 19, 2022, January 20, 2023 February 22, 2023 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.

Attendance of Directors in the Board Meeting:
Sr. No.	Name of Directors	No. of Board Meetings
		Entitle to attend	Attended
1	Mr. Amit Mishra	10	10
2	Mr. Bharatkumar Parmar	10	10
3	Mr.Shreeprakash Singh	10	5
4	Mr. Mukesh Pandey	10	7
5	Mr. Udayan Chindarkar	10	7
6	Ms. Vanita Bhuva	10	3

Number of Committees Meeting

The Audit Committee met 6 times during the Financial Year ended March 31, 2023. The Stakeholders Relationship Committee met 1 times during the Financial Year ended March 31, 2023. The Nomination and Remuneration Committee met 3 times during the Financial Year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

14. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee 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.

I. Audit Committee:

During the year under review, meeting of Audit Committee were held on May 30, 2022, September 03, 2022, November 10, 2022, January 20,2023, February 22, 2023 and March 27, 2023 and the attendance records of the members of the Committee are as follows :

Sr. No.	Name	Designation	No. of	Meetings
			Held	Attended
1	Ms. Vanita Bhuva	Member	6	3
2	Dr. Udayan Chindarkar	Member	6	6
3	Mr. Mukesh Pandey	Member	3	3
4	Mr. Amit Mishra	Member	6	6

All the recommendation made by the Audit Committee in the financial year 2022-23 was approved by the Board.

II. Composition of Nomination & Remuneration Committee:

During the year under review, meeting of Nomination & Remuneration Committee was held on May 30, 2022, September 03, 2022 and March 27, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	Designation	No. of Meetings
			Held	Attended
1	Ms. Vanita B huva	Member	3	2
2	Dr. Udayan Chindarkar	Member	3	3
3	Mr. Mukesh Pandey	Member	1	1
4	Mr. Amit Mishra	Member	3	3

III. Composition of Stakeholder Relationship Committee

During the year under review, meeting of Stakeholder Relationship Committee was held on March 27, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	Designation	No. of Meetings
			Held	Attended
1	Ms. Vanita B huva	Chairperson & Member	1	0
2	Dr. Udayan Chindarkar	Member	1	1
3	Mr. Mukesh Pandey	Member	1	1
4	Mr. Amit Mishra	Member	1	1

15. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, 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.

16. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, provisions of Corporate Social Responsibility as mentioned under section 135 of the Companies Act, 2013 is not applicable to the Company.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

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 excess 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

18. RISK MANAGEMENT:

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.

19. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

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.

20. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

This clause is not applicable to the Company

21. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

22. AUDITORS:STATUTORY AUDITORS

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

SECRETARIAL AUDITORS

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-7 and forms part of this report.

INTERNAL AUDITORS

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 was appointed as the Internal Auditors of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Au ditors 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.

Secretarial Auditor''s Report: There is qualifications, reservations or adverse remarks made by Secretarial Auditors in their Secretarial Audit Report for the Financial Year ended March 31, 2023.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2022-23.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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.

25. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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-3.

27. 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.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFFERRED TO IN SUB SECTION 1 OF SECTION 188

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, 2023 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.

29. REMUNERATION RECEIVED BY MANAGING DIRECTOR AND WHOLETIME DIRECTOR FROM HOLDING AND SUBSIDIARY COMPANY

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

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee, who is in receipt of remuneration of ? 8,50,000/- per month or ? 1,02,00,000/- per annum and hence the Company is not 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-4 and Annexure-5 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-4.

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

31. FRAUD REPORTING:

There was no fraud disclosed during the current Financial Year.

32. CODE OF CONDUCT:

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.

33. CORPORATE GOVERNANCE:

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.

34. NON -DISQUALIFICATION OF DIRECTORS:

All the directors of the Company are non - disqualified and certificate for the same from the Practicing Company Secretary is annexed as Annexure-6.

35. POLICY FOR PRESERVATION OF DOCUMENTS:

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

36. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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 (Accou nts) 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 foreign exchange earnings of the Company are ? NIL/-and Outgo are ? NIL/-.

37. DIRECTOR''S RESPONSIBILITY STATEMENT

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, 2023, 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, 2023 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.

38. CORPORATE INSOLVENCY REOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANRUPTCY CODE, 2016 (IBC)

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

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

40. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

Bigshare Services Private Limited

E-3 Ansa Industrial Estate Saki Vihar Road Sakinaka Mumbai 400072.

Telephone No.: 022-62638200, Fax No.: 91-22 6263 8299 EmailId:[email protected]/[email protected],

Website: http://www.bigshareonline.com.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, 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.