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)

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