IRB Infrastructure Developers : 25th AGM Notice

NOTICE

Notice is hereby given that the Twenty Fifth (25th) Annual General Meeting ("the AGM / 25th AGM") of the Members of IRB Infrastructure Developers Limited ("the Company") will be held on Wednesday, September 27, 2023, at 12:00 noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Standalone Financial Statements for the year ended March 31, 2023 together with the Reports of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements and the Report of the Auditors thereon for the year ended March 31, 2023.
2. To appoint a Director in place of Mr. Ravindra Dhariwal (DIN: 00003922), Non-Executive Director who retires by rotation and, being eligible, seeks re- appointment.

SPECIAL BUSINESS

1. 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 Mrs. Netra Shashikant Apte, Practicing Cost Accountant having Firm Registration No. 102229 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2023-24, amounting to Rs. 3,00,000/- (Rupees Three Lakh only) p.a. 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."
2. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
   "RESOLVED THAT pursuant to the provisions of section 14 and all other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the members of the Company be and is hereby accorded for alteration of Articles of Association by addition of clause 112
   (c) after the existing article 112 (b) as mentioned herein:

"112(c): Subject to the terms and conditions agreed between the Company and the debenture trustee(s), whenever the debenture trustee(s) nominate a person to be appointed as a director on the Board of the Company in exercise of its duties under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 read with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 each as amended from time to time (together, the "SEBI Regulations"), and upon receipt of nomination from a debenture trustee for such appointment,

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AGM Notice, August 30, 2023

the Board shall appoint such person as a nominee Director nominated by the debenture trustee in accordance with the SEBI Regulations and any other applicable law.

The Director so appointed shall not be liable to retire by rotation and shall not be required to hold any qualification shares. The Director so appointed shall hold office so long as the default under the relevant provisions of the SEBI Regulations subsists and shall vacate such office immediately upon the default being cured by the Company. Any vacancy in the office of such Director during the term shall be filled in by the debenture trustee(s) by nominating another person.

The appointment, including the terms, conditions and duties, of such Director shall be subject to the provisions of the SEBI Regulations and other applicable law."

RESOLVED FURTHER THAT for giving effect to above resolution, the Board of Directors of the Company (hereinafter referred to as 'Board', which term shall be deemed to include any duly authorized Committee thereof, which the Board may have constituted or hereinafter constitute from time to time by whatever name called to exercise its power conferred by this resolution) be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose including but not limited to execution of all necessary and required agreements, documents, instruments, writings and papers, and settle all difficulties, doubts and questions that may arise in regard to implementation of the aforesaid resolution, without being required to seek any further consent or approval of the members of the Company."

By Order of the Board of Directors

For IRB Infrastructure Developers Limited

Sd/-

Virendra D. Mhaiskar

Chairman & Managing Director

Mumbai, August 30, 2023

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]

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AGM Notice, August 30, 2023

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.

Particulars	Mr. Ravindra Dhariwal
Date of Birth and Age	September 11, 1952; 70 years
Date of first appointment on the board	August 5, 2022
Qualification	An engineer from IIT Kanpur, and an MBA from IIM Calcutta.
	He was bestowed the Distinguished Alumni Award by IIM
	Calcutta in 2013 and also from IIT Kanpur in 2019.
Brief resume & nature of expertise in	Mr. Ravindra Dhariwal is the co-founder and Chairman of
specific functional areas	Sagacito Technologies, a data analytics firm specialising in
	helping enterprises maximise their revenues. He is also Senior
	Advisor, Mentor and Board Member of several leading listed
	and private firms.
	Just prior to co - founding Sagacito, he was the Group CEO of
	Bennett & Coleman, India's largest media company, with
	diversified media platforms including Radio Mirchi, Times
	Television Network, Times Internet, Times OOH and the
	world's largest selling English newspaper The Times of India.
	He was also the World-Wide President of International News
	Media Association from 2011-2013. He was honoured for his
	voluntary contribution to World News Media in 2014.
	Prior to joining Bennett & Coleman, He worked with PepsiCo
	for 12 years. He was Pepsi's first employee in India, launched
	Pepsi brands in India helping build a successful business. He
	also led the Beverage Business in India, Africa and South East
	Asia for PepsiCo.
	He started his career with Unilever in India in 1977, and worked
	for them in India and Australia for over 12 years mostly in Sales
	and Marketing management.
	In his career now spanning over 42 years he has built consumer
	businesses all over the world. He has worked in diverse and
	varied cultures, and, helped companies win customer loyalty
	and consumer regard.
	He is an Engineer from IIT Kanpur, and an MBA from IIM
	Calcutta. He was bestowed the Distinguished Alumni Award
	by IIM Calcutta in 2013 and also from IIT Kanpur in 2019.
Disclosure of relationships between	None
directors inter-se
Terms and conditions of appointment	As per the resolution set out in this Notice read with the
	Statement hereto.
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AGM Notice, August 30, 2023

Directorships held in other companies	1.	Bata India Limited
	2.	Sheela Foam Limited
	3. Sagacito Technologies Private Limited
	4.	TBO TEK Limited
	5. Raymond Consumer Care Limited
Memberships / Chairmanships of	1.	Bata India Limited
committees	Stakeholders Relationship Committee - Chairman
	2.	Sheela Foam Limited
	a) Audit Committee - Member
	b) Nomination and Remuneration Committee - Chairman
	3.	TBO Tek Limited
	a) Audit Committee - Member
	b) Nomination and Remuneration Committee - Member
Shareholding in the Company	None
Listed entities from which the	None
Director has resigned in the past three
years
Details of remuneration sought to be	None
paid and the remuneration last drawn
by such person
Number of Meetings of the Board	Four (4)
attended during the year
Item No.3

The Board of Directors of the Company has appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant, to conduct the audit of the cost records of the Company for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) 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 Rs.3,00,000/- (Rupees Three lakh only) per annum is payable to Mrs. Netra Shashikant Apte, Practicing Cost Accountant for the audit to be conducted for financial year 2023-24. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the audit to be conducted for financial year 2023-24.

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. 3 of the Notice for approval by the Members.

Item No.4

Securities and Exchange Board of India (SEBI) vide its notification dated February 2, 2023 amended SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 by inserting sub-regulation (6) in regulation 23 which mandates an issuer to ensure that its Articles of Association require its Board of Directors to appoint a person nominated by the Debenture Trustee ('DT') upon occurence of any of the

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AGM Notice, August 30, 2023

following event of default as per regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993 ('DT Regulations') viz.,

1. Two consecutive defaults in payment of interest to the debenture holders; or
2. Default in creation of security for debentures; or
3. Default in redemption of debentures.

The Company is in compliance with the terms of the existing NCDs issued by the Company and there has never been any default in debt repayment. However, in terms of amended Regulation 23 of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, it is necessary to alter the Articles of Association to enable for appointment of a nominee director, in order to comply with the a.

Pursuant to the provisions of section 14 of the Companies Act, 2013, approval of members of the Company by way of a special resolution is required for any alteration in the Articles of Association of the Company. Accordingly, the Board of Directors has proposed to alter the Articles of Association of the Company as set out in the resolution at Item No. 4 of the Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors recommends the Special 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

Sd/-

Virendra D. Mhaiskar

Chairman & Managing Director

Mumbai, August 30, 2023

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]

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AGM Notice, August 30, 2023