To,
The Members,
A B Infrabuild Limited,
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:
| 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 cooperation,
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 |
|
|