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Your Directors have pleasure in presenting the 16^th Annual Report of your company along with
the Audited Financial Statements for the Financial Year ended on March 31, 2026. 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, 2026 as compared to
the previous financial year is summarized as below:

2. PERFORMANCE REVIEW:

During the year under review, an increase is reflected in the Revenue from operations to Rs. 25,620.71 in Lakhs as
against Rs. 20,816.89 in Lakhs in the previous year. Profit before tax also rose to Rs. 2,625.41 in Lakhs as against
Rs. 2,185.59 in Lakhs in the previous financial year and net profit for the year stood at Rs. 1,934.13 Lakhs as
against profit of Rs. 1.612.16 in Lakhs in previous financial year.

3. BUSINESS OUTLOOK & THE STATE OF COMPANIES AFFAIRS:

India's Growth Narrative: Resilient Economy and Infrastructure Push for a US$ 5 Trillion Future (FY 2025-26)

The global economic landscape has been defined by intense action and reflection over the past few years,
navigating the aftermath of a global pandemic, significant geopolitical tensions, and supply chain disruptions.
While some of these challenges persist into FY 2025-26, the global market is coming into clearer focus, revealing
a period of immense opportunity.

Against this backdrop, the Indian economy continues to demonstrate remarkable resilience, clocking strong year-
on-year GDP growth. The central focus remains on enhancing infrastructure, a crucial component in realizing
India's target of becoming a US$ 5 trillion economy.

Driving Demand and Investment:

A key catalyst for growth is the projected robust demand for cement. According to a report by JM Financial,
cement demand in India is projected to sustain a strong compound annual growth rate (CAGR) of 7-8% through
the current FY 2025-26 and extending into FY 2026-27. This demand is intrinsically linked to the government's
robust infrastructure development agenda, which has a recognized multiplier effect, driving efficiency in
transport and unlocking commercial and entrepreneurial opportunities.

Union Budget 2025-26: A Blueprint for Infrastructure Development

The Union Budget for FY 2025-26 reinforces the government's commitment to building a world-class
infrastructure network. Key initiatives and allocations include:

Significant Capital Investment: The capital investment outlay for infrastructure has been increased to Rs.
11.21 lakh crore (US$ 128.64 billion), representing a substantial 3.1% of GDP.

• Empowering States for Capital Expenditure: The budget continues the initiative of 50-year interest-free
loans to states for capital expenditure and reform incentives, backed by a significantly enhanced outlay of Rs.

1.5 lakh crore (US$ 17.30 billion).

• Private Sector Participation and Gati Shakti: The Infrastructure Finance Secretariat has been established
to actively enhance opportunities for private investment in infrastructure, streamlining processes for all
stakeholders. The government is expanding its use of various formats to attract private capital, particularly
across roads and highways, airports, industrial parks, higher education, and skill development sectors.
Crucially, the budget facilitates access to relevant data and maps from the PM Gati Shakti portal to the private
sector to support project planning.

• Asset Monetization Plan (AMP 2): The Second Asset Monetization Plan is now in full swing, aiming to
reinvest Rs. 10 lakh crore (US$ 115.34 billion) into capital for new projects over the 2025-2030 period,
focused on capital recycling and increased private sector participation.

Modernizing the Railways and Aviation:

The transformation of Indian Railways is a pivotal component of the current budget:

• Record Capex for Railways: Under the Union Budget 2025-26, the government has allocated a record
CAPEX of Rs. 2,65,200 crore (US$ 31.43 billion) for Railways.

• Strengthening Fleet and Revenue: The budget mandates the manufacturing of 100 new Amrit Bharat trains,

50 Namo Bharat trains, and 200 Vande Bharat trains. Driven by this modernization and projected growth in
passenger and freight traffic, Indian Railways aims to more than double its net earnings to Rs. 3,041.3 crore
(US$ 348.01 million) for this fiscal year, with revenue receipts projected to exceed Rs. 3,00,000 crore (US$
34.33 billion) for the first time.

• Enhancing Connectivity (Airports): Building on the commitment to expand regional connectivity, the plans
to connect 120 new airports over the next decade continue, projecting to benefit four crore additional
passengers.

Focus on Rural Development and Sustainability:

The infrastructure push extends beyond major urban centers to bolster the rural economy and enhance sustainability:

• Green Energy Projects: Initiatives to make Indian Railways environment-friendly, with a strong focus on
renewable energy sources, are a key priority.

• Watershed Development: The government is progressing with 56 new Watershed Development Projects
across 10 high-performing states, supported by a budget of Rs. 700 crore (US$ 80.9 million).

• Pradhan Mantri Kisan SAMPADA Yojana (PMKSY): This ongoing scheme remains central to developing
modern infrastructure and efficient supply chain management within the food processing sector. PMKSY
aims to reduce agricultural wastage, increase processing levels, improve farmers' returns, and generate rural
employment.

Looking Ahead: Sustainable Growth and Long-Term Value

The trajectory for infrastructure investment in India is steadily upward. According to Morgan Stanley, this
investment is projected to increase from 5.3% of GDP in FY24 to 6.5% of GDP by Fy29.

In FY 2025-26, capital expenditures continue their rise with a 10.1% increase, bolstering ongoing infrastructure
development and reinforcing the commitment to the nation's Vision 2027 goals. The current budget places a strong
emphasis on the development of roads, shipping, and railways, positioning them to anticipate private sector
investment and robustly address employment and consumption in rural India.

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. 0.06 per Equity share (0.60%) on
63,87,89,360 Equity Shares of Rs. 1/- each for the year ended 31st March, 2026, subject to the approval of the
Shareholders at the ensuing 16th AGM.

7. RESERVES:

In the financial year 2025-26, the reserves maintained with the Company is Rs. 10,540.53 in Lakhs while in the
previous year 2024-25 Reserves of the Company were Rs. 5,714.58 in Lakhs.

8. SHARE CAPITALS:

During the year under report, the Equity share of the Company

There was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2026 the
Authorized Share Capital of the Company stood at Rs.75,00,00,000/- (Rupees Seventy- Five Crore Only) divided
into 75,00,00,000 (Seventy- Five Crore) Equity Shares of Rs.1/- each.

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

- 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.

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 is listed on the BSE & NSE with ISIN INE00YB01025 & Symbol ABINFRA.

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 12th AGM held on 29th September, 2022 for the second
term of five consecutive years, to hold office until conclusion of 17th 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, 2026.

Secretarial Audit Report of the Company for the year ended 31st March, 2026 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, 9 (Nine) 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 2025-26, 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:

Ms.Vanita Bhua (DIN: 08164809) has resigned from the designation of Non-Executive Director with effect from
7th July, 2025.

Ms. Reshma Wadkar (DIN: 09394615), have been appointed as a Non-Executive Independent Director with
effect from 14th July, 2025

Designation of Mr. Shreeprakash Deonarain Singh (DIN: 00497750) have been changed from Non-Executive
Director to Executive Director with effect from 14th November, 2025

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:

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, 2026 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: 21.08.2026
Place: Mumbai