IRB Infrastructure Developers : 26th AGM Notice

26th AGM Notice

September 24, 2024

1

NOTICE

Notice is hereby given that the Twenty Sixth (26th) Annual General Meeting (“the AGM / 26th AGM”) of the Members of IRB Infrastructure Developers Limited (“the Company”) will be held on Tuesday, September 24, 2024, at 12:00 Noon (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2024 together with the Report of the Auditors thereon.
2. To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2024 together with the Reports of the Board of Directors and the Auditors thereon.
3. To appoint a Director in place of Mr. Virendra D. Mhaiskar (DIN: 00183554), Managing Director who retires by rotation and, being eligible, seeks re- appointment.

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s Joshi Apte & Associates, Practicing Cost Accountant having Firm Registration No. 00240 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2024-25, amounting to I 3,00,000/- (Rupees Three Lakh only) p.a. plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors or Key Managerial Personnel of the Company be and are hereby authorised to do all acts, deed and things, proper or desirable to give effect to this Resolution.”

By Order of the Board of Directors

For IRB Infrastructure Developers Limited

Virendra D. Mhaiskar

Chairman & Managing Director

Mumbai, August 28, 2024

Registered office:

Office No – 11th Floor / 1101, Hiranandani Knowledge Park,

Technology Street, Hill Side Avenue,

Opp. Hiranandani Hospital, Powai,

Mumbai 400 076

CIN: L65910MH1998PLC115967

Tel. [phone] Fax: [phone]

E-mail:[e-mail]

2

IRB Infrastructure Developers Ltd.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Details of the Directors seeking re-appointment / appointment / change in remuneration as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2.

Name of the Director

Age

Date of first appointment on the board

Mr. Virendra D. Mhaiskar (DIN: 00183554)

52 years

July 27, 1998

Qualification

Brief resume & nature of expertise in specific functional areas

Diploma in Civil Engineering

Mr. Virendra D. Mhaiskar, is the Chairman and Managing Director of the Company. He holds a diploma in civil engineering from Shriram Polytechnic, Navi Mumbai. As a Civil Engineer, he has hands on experience of more than 30 years in the construction and infrastructure industry to his credit. He is responsible for developing new business, executing road construction and BOT projects. He is providing overall vision and strategy to the Company.

Disclosure of inter-se	Spouse of Mrs. Deepali V. Mhaiskar, Whole-time Director of the Company
relationships between
directors and KMP

Terms and conditions of appointment

Directorships held in other companies

Memberships / Chairmanships of committees

Shareholding in the Company

Listed entities from which the Director has resigned in the past three years

The terms and conditions of his appointment remains same as already approved vide shareholders resolution dated September 20, 2022

1. Ideal Road Builders Private Limited
2. MMK Toll Road Private Limited
3. IRB MP Expressway Private Limited
4. IRB Holding Private Limited
5. VDM Ventures Private Limited

1. IRB Infrastructure Developers Limited
1. Audit Committee – Member
2. Nomination and remuneration committee – Member
3. Stakeholders Relationship Committee – Member
4. Management Administration & Share Transfer Committee – Chairman
5. Corporate Social Responsibility Committee – Chairman
6. Risk Management Committee – Chairman
2. MMK Toll Road Private Limited:
1. Audit Committee – Member
2. Nomination and Remuneration Committee – Member
3. Stakeholders Relationship Committee – Member
4. Risk Management Committee – Chairman
3. IRB MP Expressway Private Limited
   Corporate Social Responsibility Committee – Chairman
4. Ideal Road Builders Private Limited
   Corporate Social Responsibility Committee – Chairman

5,06,49,850 Equity Shares (Includes 10,000 Equity Shares held jointly with Mrs. Deepali V. Mhaiskar and 10,000 Equity Shares held through Viredra D. Mhaiskar HUF) (total 0.84% of paid-up share capital)

None

Details of remuneration sought to be paid and the remuneration last drawn by such person

Number of Meetings of the Board attended during the year

As per Corporate Governance Report

As per Corporate Governance Report

Note: Mr. Virendra D. Mhaiskar, is not debarred from holding the office of director pursuant to any SEBI order.

26th AGM Notice

September 24, 2024

3

Item No. 4

The Board of Directors of the Company has appointed M/s Joshi Apte & Associates, Practicing Cost Accountant, to conduct the audit of the cost records of the Company for the financial year 2024-25. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)

1. of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. The remuneration of I 3,00,000/- (Rupees Three lakh only) per annum is payable to M/s Joshi Apte & Associates, Practicing Cost Accountant for the audit to be conducted for financial year 2024- 25. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the audit to be conducted for financial year 2024-25.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested, financial or otherwise, in the said Resolution.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members.

By Order of the Board of Directors

For IRB Infrastructure Developers Limited

Virendra D. Mhaiskar

Chairman & Managing Director

Mumbai, August 28, 2024

Registered office:

Office No – 11th Floor / 1101, Hiranandani Knowledge Park, Technology Street, Hill Side Avenue,

Opp. Hiranandani Hospital, Powai, Mumbai 400 076

CIN: L65910MH1998PLC115967

Tel. [phone] Fax: [phone]

E-mail:[e-mail]

4

IRB Infrastructure Developers Ltd.

NOTES

1. The Ministry of Corporate Affairs (‘MCA’), vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated December 14, 2021, 10/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (‘MCA Circulars’), has allowed the Companies to conduct the Annual General Meeting (AGM) through Video Conferencing or Other Audio-Visual Means (‘VC/ OAVM’) till September 30, 2024. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC/OAVM.
2. The Company has enabled the Members to participate at the Annual General Meeting (AGM) through the VC/OAVM facility provided by KFin Technologies Limited, Registrar and Share Transfer Agents (“KFintech / RTA”). The instructions for participation by Members are given in the subsequent pages. Participation at the AGM through VC shall be allowed on a first-come-first-served basis for first 1,000 members. This will not include large Members (Members holding 2% or more equity shares), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first-come-first-served basis. The members can visit https://emeetings.kfintech.comand login through existing user id and password to attend the live proceedings of the AGM of the Company.
3. Members may note that pursuant to the provisions of MCA circular and SEBI Circular, the Company has enabled a process of sending Company’s Annual report for the financial year 2023-24 and AGM Notice (including remote e-voting instructions) electronically. Accordingly, Annual Report for the financial year 2023-24 and AGM Notice are being sent only to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, August 23, 2024 received from the Depositories and whose email addresses are registered with the Company or with the depository participant / depository. Members may note that the Annual Report for the financial year 2023-24 and AGM Notice will also be available on the Company’s website at www.irb.co.in, websites of Stock Exchange(s) i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and on the website of KFintech at https:// evoting.kfintech.com/.

1. As per the Circulars mentioned above, the Members may also note that the Company would not be sending the Annual Report for the financial year 2023-24 and AGM notice by post to the members whose email address is not registered with the Company or depository participants/depository.
2. The Company is providing a facility to the members as on the cut-off date, being Tuesday, September 17, 2024 (“the cut-off date”) to exercise their right to vote on the matters listed in the Notice by electronic voting systems (Remote e-voting).Additionally, the members can also exercise their right to vote by e-votingduring the AGM. The process and manner of remote e-votingwith necessary User ID and password is given below. Such remote e-votingfacility is in addition to voting that will take place at the AGM being held through VC/OAVM. Any person who acquires shares of the company and becomes a member of the company after the dispatch of the Notice, and holding shares as on the Cut-OffDate, may obtain the User ID and Password by sending a request at [e-mail] contact Kfintech at toll free number 1-800-309-4001.Voting by electronic mode is a convenient means of exercising voting rights and may help to increase the member’s participation in the decision-makingprocess.
3. The Members who have cast their vote prior to the meeting by remote e-voting may also attend the AGM but shall not be entitled to vote again. Once a vote is cast by a member, he / she shall not be allowed to alter it subsequently. In case a Member casts his / her vote, both by Remote e-Voting and e-voting at the AGM mode, then the voting done by Remote e-Voting shall prevail and the e-voting at the AGM shall be invalid.
4. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this AGM is being held through VC, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
5. The members attending the meeting through VC/ OAVM shall be counted for the purpose of reckoning the quorum of the meeting under Section 103 of the Companies Act, 2013.
6. The Company has appointed “M/s. Mihen Halani & Associates”, Practicing Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny to the Chairman and Managing Director of the Company or any person authorized by him. The result of the e-voting will be

26th AGM Notice

September 24, 2024

5

announced within 2 working days of conclusion of the AGM and the same will be communicated to the National Stock Exchange of India Limited and the BSE Limited and shall also be available on the Company’s website (www.irb.co.in) and on KFintech’s web link (https://evoting.kfintech.com) and will also be displayed at the Registered Office and the Corporate Office of the Company. The Resolution, if assented by the requisite majority, shall be deemed to be passed on the date of the AGM i.e. September 24, 2024.

1. Institutional / Corporate Members intending to participate in the AGM through their authorised representatives are required to access the link https://evoting.kfintech.comand upload duly certified copy of their Board Resolution / Governing Body resolution / Authorization letter, etc. and may send a copy to the Scrutinizer through email at [e-mail] their representatives to attend and vote through remote e-voting on their behalf at the said Meeting.
2. In case of joint holders, the Member whose name appears as the first holder in the order of names in the Register of Members of the Company will be entitled to vote.
3. The Register of Directors and Key Managerial Personnel and their shareholding and the Register of Contracts or Arrangements in which the directors are interested maintained under the Companies Act, 2013, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. Tuesday, September 24, 2024. Members seeking to inspect such documents can send an email to [e-mail].
4. As the AGM will be held through VC, the Route Map is not annexed in this Notice.
5. Members are requested to address all correspondence, including dividend matters, to the Registrar and Share Transfer Agents, KFin Technologies Limited (Unit: IRB Infrastructure Developers Limited), Selenium Tower-B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032, Telangana or send email to [e-mail].
6. Members who wish to claim dividends, which remain unclaimed, are requested to correspond with Registrar and Transfer Agent, KFin Technologies Ltd. (Unit: IRB Infrastructure Developers Limited), at the address mentioned above. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 125 of the Companies Act, 2013 and rules made thereunder, be transferred to the Investor Education and Protection Fund. As on March 31, 2024, amount outstanding in the Unpaid / Unclaimed Dividend Account(s) of the Company is I 72,25,088/-.

1. Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the unclaimed or un-encashed first and second Interim dividend(s) for financial year 2016-17 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, as per said rules, the Company has transferred the shares on which dividend has not been encashed or claimed by the members for seven consecutive years or more to the demat account of the IEPF Authority. The Company has made available the complete details of the concerned members whose share(s) were transferred to IEPF on its website at www. irb.co.in.
   As on March 31, 2024, 18 cases involving 16,800 equity shares were lying in the Unclaimed Shares Demat Suspense Account pending receipt of confirmation from the Applicants.
2. As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form.
3. Non-residentIndian members are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant(s), as the case may be:
1. the change in the residential status on return to India for permanent settlement, and
2. the particulars of the NRE account with a Bank in India, if not furnished earlier.
4. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to KFintech in case the shares are held by them in physical form.
5. Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. April 1, 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed I 5,000/-.

6

IRB Infrastructure Developers Ltd.

The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

21. Payment of Dividend through electronic mode only for Physical Folios:

SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) are not updated with the KYC details (any of the details viz., PAN; Choice of Nomination; Contact Details; Mobile Number and Bank Account Details and signature, if any) shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.

You may also refer to SEBI FAQs by accessing the

link: https://www.sebi.gov.in/sebi_data/faqfiles/jan- 2024/1704433843359.pdf(FAQ No 38 & 39)

For the purpose of updation of KYC details against your folio, you are requested to send the details to our RTA, M/s. KFin Technologies Limited (Unit: IRB Infrastructure Developers Limited), Selenium Tower-B”, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Telangana.

1. Through hard copies which should be self -attested and dated. OR
2. Through electronic mode, provided that they are sent through E-mail ID of the holder registered with RTA and all documents should be electronically/ digitally signed by the Shareholder and in case of joint holders, by first joint holder. OR
3. Through web- portal of our RTA – https://ris.kfintech.com

Investors can download the following forms & SEBI Circulars, which are also uploaded on the website of the company and on the website of Kfin Technologies

Limited: https://ris.kfintech.com/clientservices/isc/ isrforms.aspx

1. Form ISR-1 duly filled in along with self attested supporting documents for updation of KYC details.
2. Form ISR-2 duly filled in for banker attestation of signature along with original cancelled cheque with your name(s) printed thereon or self-attested copy of bank passbook/statement.
3. Form SH-13 for updation of Nomination for the aforesaid folio OR ISR-3 for “Opt-out of the Nomination.

Application(s) by our RTA KFINTECH

Members are requested to note that as an ongoing endeavor to enhance shareholders experience and leverage new technology, Kfintech has developed following applications for shareholders:

Investor Support Centre:

Members are hereby notified that KFintech, based on the SEBI Circular (SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72) dated Jun 08, 2023, have created an online application which can be accessed at https://ris.kfintech.com/default.aspx#> Investor Services > Investor Support.

Members are required to register / signup, using the Name, PAN, Mobile and email ID. Post registration, user can login via OTP and execute activities like, raising Service Request, Query, Complaints, check for status, KYC details, Dividend, Interest, Redemptions, eMeeting and eVoting Details.

Quick link to access the signup page: https://kprism.kfintech. com/signup

Summary of the features and benefits are as follows:

1. The provision for the shareholders to register online.
2. OTP based login (PAN and Registered mobile number combination)
3. Raise service requests, general query, and complaints.
4. Track the status of the request.
5. View KYC status for the folios mapped with the specific PAN.
6. Quick links for SCORES, ODR, e-Meetings and eVoting.
7. Branch Locator
8. FAQ’s

Senior Citizens investor cell:

As part of our RTA’s initiative to enhance the investor experience for Senior Citizens, a dedicated cell has been newly formed to assist exclusively the Senior Citizens in redressing their grievances, complaints, and queries. The Senior Citizens wishing to avail this service can send the communication with the below details to the email id, [e-mail].

Senior Citizens (above 60 years of age) have to provide the following details:

1. ID proof showing Date of Birth
2. Folio Number
3. Company Name
4. Nature of Grievance

The cell closely monitors the complaints coming from Senior Citizens through this channel and assists them at every stage of processing till closure of the grievance.

26th AGM Notice

September 24, 2024

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Online PV:

In today’s ever-changing dynamic digital landscape, security, foolproof systems and efficiency in identity verification are paramount. We understand the need to protect the interests of you (shareholders) and also comply with KYC standards. Ensuring security and KYC compliance is paramount of importance in today’s remote world. Digital identity verification, using biometrics and digital ID document checks, helps combat fraud, even when individuals aren’t physically present. To counteract common spoofing attempts, we engage in capturing liveness detection and facial comparison technology.

We are excited to announce that our RTA has introduced an Online Personal Verification (OPV) process, based on liveness detection and document verification.

Key Benefits:

• A fully digital process, only requiring internet access and a device.
• Effectively reduces fraud for remote and unknown applicants.
• Supports KYC requirements.

Here’s how it works:

1. Users receive a link via email and SMS.

1. Users record a video, take a selfie, and capture an image with their PAN card.

1. Facial comparison ensures the user’s identity matches their verified ID (PAN).

WhatsApp:

Shareholders can use WhatsApp Number: (91) 910 009 4099 to avail bouquet of services.

PROCEDURE FOR E-VOTING

1. Instructions for Members for Remote e-voting through electronic means:
1. In terms of the provisions of section 108 of the Act, read with rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time (hereinafter called ‘the Rules’ for the purpose of this section of the Notice) and

regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, the Company is providing facility of remote e-voting facility to exercise votes on the items of business given in the AGM Notice through electronic voting system, to members holding shares as on Tuesday, September 17, 2024 (end of day), being the cut-off date fixed for determining voting rights of members, entitled to participate in the remote e-voting process, through the e-voting platform provided by KFintech or to vote at the AGM. Person who is not a member as on the cut-off date should treat this AGM Notice for information purposes only.

1. The e-voting period commences on Thursday, September 19, 2024 (9:00 AM) and ends on Monday, September 23, 2024 (5:00 PM). During this period, Members as on the cut-offdate may cast their vote electronically in the manner and process set out herein below. The e-votingmodule shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Further the members who have casted their vote through Remote e-Voting,then he/she shall not vote using e-votingat the AGM.

1. Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility to be provided by listed companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
2. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

8

IRB Infrastructure Developers Ltd.

The details of the process and manner for remote e-voting are given below:

MODE OF

E-VOTING

Individual members holding securities in demat mode

THROUGH DEPOSITORIES		THROUGH DEPOSITORY
NSDL			CDSL	PARTICIPANT(S)

1. Members already registered for 1. Members already registered 1. Members can also log-

IDeAS facility may follow the

for Easi/ Easiest may follow

in

using

the

credentials

below steps:

the below steps:

of

their

demat

account

i.

Visit

the

following

URL:

a. Visit

the

following

URL:

through

their

Depository

https://eservices.nsdl.com/

https://web.cdslindia.com/

Participant(s)

registered

ii.

On the home page, click on the

myeasi/home/login

or

with

NSDL/CDSL

for

the

“Beneficial

Owner” icon

“Login”

www.cdslindia.com

e-voting facility.

which is available under “IDeAS”

b.

Click on the “Login” icon and

2. On clicking the e-voting

section.

opt for “New System Myeasi”

icon,

members

will

be

iii.

A new screen will open. Enter

(only applicable when using

re-directed to the NSDL/

User ID and Password. Post

the

URL:

www.cdslindia.

CDSL site, as applicable, on

successful authentication, you will

com)

successful authentication.

be able to see e-voting services.

c.

On the new screen, enter

3. Members

may

then

click

Click on “Access to e-Voting”

User

ID

and Password.

on

Company

name

or

under e-voting services and you

Without

any

further

e-voting service provider

will be able to see e-voting page.

authentication, the e-voting

name i.e. KFintech and will

iv.

Click

on

Company name

or

page will be made available.

be

redirected

to

KFintech

e-voting service provider name

d.

Click on Company name or

website

for casting

their

i.e. KFintech and you

will

be

e-voting service provider

vote.

re-directed to KFintech website

name i.e. KFintech to cast

for casting your vote.

your vote.

2. Members not registered for IDeAS 2. Members who have not

facility may follow the below steps:

registered for Easi / Easiest

i.

To register for this facility, visit the

may follow the below steps:

URL: https://eservices.nsdl.com

a.

To register for

this

facility,

ii.

On the home page, select

visit the URL:

https://web.

“Register Online for IDeAS”

c d s l i n d i a . c o m / m y e a s i /

iii.

On completion of the registration

Registration/EasiRegistration

formality,

follow

the

steps

b.

On

completion of the

provided above.

registration formality, follow

3. Members may alternatively vote

the steps provided above.

through the e-voting website of

3. Members

may

alternatively

NSDL in the manner specified

vote through the e-voting

below:

website of CDSL in the manner

a.

VisittheURL: https://www.evoting.

specified below:

nsdl.com

a.

Visit

the

URL:

b.

Click on the “Login” icon available

www.cdslindia.com

under the “Shareholder/Member”

b.

On clicking the e-voting

section.

icon,

Enter

the

demat

c.

Enter User ID (i.e. 16-digit demat

account number and PAN

account number held with NSDL),

c.

Enter

OTP

received on

Password/OTP, as applicable and

mobile number

and

email

the verification code shown on

registered with

the

demat

the screen.

account for authentication.

d.

Post successful

authentication,

d.

Post

successful

you will be redirected to the

authentication,

the

user

NSDL IDeAS site wherein you can

will receive links for the

see the e-voting page.

respective e-voting service

e.

Click

on

Company

name or

provider i.e. KFintech where

e-Voting service provider name

the e-voting is in progress.

i.e. KFintech and you will be

4. For any technical assistance,

redirected

to KFintech

website

Members

may

contact

CDSL

for casting your vote.

helpdesk by writing to helpdesk.

4. For

any

technical

assistance,

[e-mail]

or

Members

may

contact

NSDL

calling at 022-23058738 or

helpdesk by writing to evoting@

022- 23058542-43

nsdl.co.inor calling the toll free no.:

18001020990 or 1800224430.

26th AGM Notice

September 24, 2024

9

Mode of E-Voting		Through KFINTECH

Non-individual members holding securities

in demat mode and Members holding securities in physical mode

1. In case of members whose email IDs are registered with the Company / Depository Participants(s), please follow the below instructions:

1. Visit the following URL: https://evoting.kfintech.com
2. Enter the login credentials (i.e. User ID and password as communicated in the e-mail from KFintech). In case of physical folio, User ID will be folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting your vote.
3. After entering these details appropriately, click on “LOGIN”.
4. You will now reach password change menu, wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc). It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
5. You need to login again with the new credentials.
6. On successful login, the system will prompt you to select the “EVENT” and click on “IRB Infrastructure Developers Limited”.
7. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
8. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat account.
9. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
10. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutinizer through email at [e-mail] may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘BFL_EVENT NO’.
11. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.comor call KFin on 1- 800-309-4001 (tollfree).
12. Any member may obtain / generate / retrieve the User ID and Password from KFintech in the manner as mentioned below:
1. If the mobile number of the Member is registered against Folio No./DP ID Client ID, the member may send SMS: MYEPWDE-Voting Event Number + Folio No. or DP ID Client ID to 9212993399.
1. Example for NSDL - MYEPWDIN12345612345678,
2. Example for CDSL - MYEPWD 1402345612345678,
3. Example for Physical - MYEPWDXXXX1234567890.
2. If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of https://evoting.kfintech.com, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
   KFintech shall endeavour to send User ID and Password to those new Members whose e-mail ids are available.

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IRB Infrastructure Developers Ltd.

1. Instructions for Members for e-Voting during the e-AGM session:
1. Only those members / shareholders, who will be present in the e-AGM and who have not cast their vote through remote e-voting and are otherwise not barred from doing so are eligible to vote.
2. Members who have voted through remote e-voting will still be eligible to attend the e-AGM.
3. Members attending the e-AGM shall be counted for the purpose of reckoning the quorum under section 103 of the Act.
4. Voting at e-AGM will be available at the end of the e-AGM and shall be kept open for 15 minutes. Members viewing the e-AGM, shall click on the ‘e-voting’ sign placed on the left-hand bottom corner of the video screen. Members will be required to use the credentials, to login on the e-Meeting webpage, and click on the ‘Thumbs-up’ icon against the unit to vote.

1. Instructions for the Members for attending the AGM through Video Conference:
1. Members may note that the 26th AGM of the Company will be convened through VC/OAVM in compliance with the applicable provisions of the Companies Act, 2013 and Circular issued by SEBI. The facility to attend the meeting through VC/ OAVM will be provided by the Company. Members may access the same at https://emeetings.kfintech. com/and click on the “video conference” and access the shareholders/members login by using the remote e-voting credentials. The link for AGM will be available in shareholder/members login where the EVENT and the name of the Company can be selected.
2. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice.
3. Members can participate in the AGM through their desktops / smartphones / laptops etc. However, for better experience and smooth participation, it is advisable to join the meeting through desktops / laptops through Google Chrome for seamless experience and with high-speed internet connectivity.

1. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
2. The facility of joining the AGM through VC will be opened 15 minutes before the scheduled start- time of the AGM and will be available for Members on a first-come-first-served-basis.
3. The Company reserves the right to limit the time taken by a Member asking questions depending on the availability of time at the AGM to accommodate other speaker Members.
4. Members who would like to express their views/ask questions may log into https://emeetings.kfintech. com/and click on “Post your Questions” may post their queries/views/questions in the window provided by mentioning the name, demat account number/folio number, email id, mobile number. Please note that, members questions will be answered only if the member continues to hold the shares as of cut-off date. The window shall remain active from 10:00 am on Friday, September 20, 2024 to 11:00 am on Monday, September 23, 2024.
5. In addition to the above mentioned step, the Members may register themselves as speakers for the AGM to pose their queries. Accordingly, the members may visit https://emeetings.kfintech.com/and click on ‘Speaker Registration’, the window shall remain active from 10:00 am on Friday, September 20, 2024 to 11:00 am on Monday, September 23, 2024. The company reserves the right to restrict the number of speakers at the AGM and to only those Members who have registered themselves, depending on the availability of time for the AGM.
6. Due to limitations of transmission and coordination during the Q&A session, the Company has dispensed with the speaker registration during the AGM conference.
7. Members who need assistance before or during the AGM, A video guide assisting the members attending e-AGM either as a speaker or participant is available for quick reference at URL https:// emeetings.kfintech.com/, under the “How It Works” tabplacedontopofthepagealternativelycancontact KFintech on [e-mail]1-800-309- 4001 (toll free) or contact Ms. C Shobha Anand, Vice President, KFin Technologies Limited, through an E-mail request to [e-mail] [e-mail]