IRB Infrastructure Developers Limited — Proxy Solicitation & Information Statement 2023

Jan 5, 2023

Date: January 5, 2023

To,
Corporate Relationship Department, BSE Limited Phiroze Jeejeebhoy Towers DalalStreet,Mumbai- 400001	Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra KurlaComplex,Bandra(E),Mumbai

Dear Sir/Madam,

Re: Scrip Code 532947; Symbol: IRB

Subject: Postal Ballot Notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose a copy of the postal ballot notice seeking approval of the Shareholders of the Company for:

Item No.	Description of Resolution
1.	To consider and approve sub-division of equityshares of theCompany.
2.	To consider and approve alteration of Capital Clause of the Memorandum of Association of theCompany.

In compliance with the applicable circulars, this postal ballot notice will be sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members / Register of Beneficial Owners as on the Cutoff date i.e. Wednesday, January 04, 2023.

The Company has engaged the services of KFin Technologies Limited to provide remote e-voting facility to enable the members to cast their votes electronically. The remote e-voting period shall commence from 9.00 a.m. (IST) on Sunday, January 08, 2023 and shall end at 5.00 p.m. (IST) on Monday, February 06, 2023. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. The shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The Postal Ballot notice is also available on the Company’s website at www.irb.co.in.

You are requested to take the same on record.

Thanking you,

For IRB Infrastructure Developers Limited

Mehulkuma Digitally signed by Mehulkumar r Natwarlal Natwarlal Patel Patel Date: 2023.01.05 17:39:03 +05'30'

Mehul Patel Company Secretary

Encl: Postal Ballot Notice

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POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Notice is hereby given that the resolutions set out below are proposed to be passed by the shareholders of IRB Infrastructure Developers Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, Circulars (“MCA Circulars”) and Notifications issued thereunder issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

The Company is sending the Postal Ballot Notice to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Wednesday, January 04, 2023, being the cut-off date for the purpose, in electronic form to those Members whose email address is registered with KFin Technologies Limited (“KFintech”), the Company’s Registrar and Share Transfer Agent or Depository Participants.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice are annexed hereto.

The Board of Directors has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness for appointment and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be Final. The Company has engaged the services of KFintech as the agency to provide e-voting facility.

In compliance with the requirements of MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically which begins on Sunday, January 08, 2023 at 9.00 a.m. IST and ends on Monday, February 06, 2023 at 5:00 p.m. IST (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorized by him. The results of e-voting will be announced on or before Wednesday, February 08, 2023 and will be displayed on the Company's website www.irb.co.in and will also be communicated to the Stock Exchanges that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on

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the website of "KFintech" at https://evoting.kfintech.com, The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS

1. To consider and approve sub-division of equity shares of the Company:

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 61(1)(d) and all other applicable provisions, of the Companies Act, 2013, Companies (Share Capital and Debentures) Rules, 2014, (“the Act”), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (in each case, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), in accordance with relevant provisions of the Articles of Association of the Company and subject to receipt of such other approvals, consents, permissions and sanctions, as may be required from concerned statutory authorities or bodies or third parties and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, and on recommendation of the Board of Directors of the Company (hereinafter referred to as ‘the Board’, which expression shall include any Committee constituted/to be constituted by the Board thereof or any other person(s) as may be authorized by the Board in that behalf), consent of the shareholder(s) of the Company, be and is hereby accorded for sub-dividing/splitting the existing equity shares of the Company, such that each equity share having face value of Rs. 10/- (Rupees Ten only) fully paid-up, be sub-divided into 10 equity shares having face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu with each other in all respects, with effect from such date as may be fixed by the Board as the Record Date (“Record Date”).

RESOLVED FURTHER THAT , pursuant to the sub-division of equity shares of the Company, all the authorized equity shares of face value of Rs. 10/- (Rupees Ten only) each existing on the Record Date, shall stand sub-divided as follows:

Type of Capital	Pre sub-division	Pre sub-division	Pre sub-division	Post sub-division	Post sub-division	Post sub-division
	No. of equity shares	Face Value (INR)	Total Share Capital (INR)	No. of equity Shares	Face Value (INR)	Total Share Capital (INR)
Authorised Share Capital	61,50,00,000	10	615,00,00,000	615,00,00,000	1	615,00,00,000

RESOLVED FURTHER THAT pursuant to the sub-division of equity shares of the Company, all the Issued, Subscribed and Paid-up equity shares of face value of Rs. 10/(Rupees Ten only) each fully paid-up existing on the Record Date, shall stand sub-divided as follows:

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Type of Capital	Pre sub-division	Pre sub-division	Pre sub-division	Post sub-division	Post sub-division	Post sub-division
	No. of equity shares	Face Value (INR)	Total Share Capital (INR)	No. of equity Shares	Face Value (INR)	Total Share Capital (INR)
Issued, Subscribed and Paid-up Share Capital	60,39,00,000	10	603,90,00,000	603,90,00,000	1	603,90,00,000

RESOLVED FURTHER THAT, upon sub-division of equity shares as aforesaid, the existing share certificate(s) in relation to the existing equity shares of face value of Rs. 10/(Rupees Ten only) each, fully paid up, held in physical form, shall be deemed to have been automatically cancelled and shall be of no effect on and from Record Date and no letter of allotment shall be issued to the allottees of the sub-divided equity shares having face value of Re. 1/- (Rupee One only) each, fully paid up, and the Company may, without requiring the shareholders to surrender the old/existing share certificate(s), issue and dispatch the new share certificate(s) in lieu thereof, with regard to the sub-divided equity shares in accordance with the applicable provisions of the SEBI Regulations within the period prescribed, Companies (Share Capital and Debentures) Rules, 2014 (as amended), the Articles of Association of the Company and other applicable rules and regulations and, in case of the equity shares held in the dematerialized form, the number of sub-divided equity shares of the face value of Re. 1/(Rupee One only) each, fully paid up, shall be credited to the respective beneficiary accounts of the shareholders maintained with their respective depository participants, in lieu of the existing credits representing the equity shares of the Company of face value of Rs. 10/(Rupees Ten only) each.

RESOLVED FURTHER THAT the sub-divided shares shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds, matters and things, to give such directions as they may in their absolute discretion deem necessary, proper or desirable, to apply for requisite approvals, sanctions of the statutory or regulatory authorities, as may be required, to sign, execute necessary applications, papers, documents, undertakings and other declarations for submission with stock exchanges, Registrar of Companies, Registrar & Share Transfer Agents, depositories and/or any other regulatory or statutory authorities, to appoint legal representatives, advocates, attorneys, to settle any question, difficulty that may arise with regard to the sub-division of the equity shares as aforesaid and to carry out/execute all matters in connection therewith and incidental thereto in order to give full effect to this resolution including delegate all or any of its powers herein conferred to any Committee of Directors and/or any person(s) without any further approval of the shareholders.”

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2. To consider and approve alteration of Capital Clause of the Memorandum of Association of the Company.

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 Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules framed thereunder (“the Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company and on recommendation of the Board of Directors of the Company (hereinafter referred to as ‘the Board’, which expression shall include any Committee constituted/to be constituted by the Board thereof or any other person(s) as may be authorized by the Board in that behalf) and subject to such other applicable approval(s) and/ or sanction(s) of the statutory or regulatory authorities, as may be required in this regard, consent of the shareholder(s) of the Company be and is hereby accorded to replace the existing Clause V of the Memorandum of Association of the Company with the following:

• V. The Authorized Share Capital of the Company is INR 615,00,00,000/- (Rupees Six Hundred Fifteen Crore only), divided into 615,00,00,000 (Six Hundred Fifteen Crore) equity shares of Re. 1/- (Rupee One only) each, with the power to increase or reduce the capital of the Company, with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being, with power to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, guaranteed, qualified or special rights, privileges, or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate such rights, privileges, or conditions in such manner as may be permitted by the Companies Act, 2013, or statutory modification thereof or provided by the Articles of Association of the Company for the time being.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deed and things including delegating powers to any person(s), as they may in their absolute discretion deem necessary or expedient in respect of matters and things incidental or related thereto and to settle any question or doubt, to give effect to the aforesaid resolution.”

By Order of the Board of Directors For IRB Infrastructure Developers Limited

Sd/-

Virendra D. Mhaiskar Chairman & Managing Director Mumbai, January 04, 2023

Registered office: Office No – 11[th] Floor / 1101, Hiranandani Knowledge Park, Technology Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai – 400 076 CIN: L65910MH1998PLC115967

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Tel. + 91 22 67336400 Fax: + 91 22 4053 6699 E-mail: grievances@irb.co.in

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item Nos. 1 & 2

The equity shares of the Company are listed and traded on the National Stock Exchange of India Limited and BSE Limited. In order to provide enhanced liquidity in the capital market through widening shareholder base and to make it more affordable for small investors, the Board of Directors of the Company in its meeting held on January 04, 2023 considered and approved the sub-division/splitting of the existing equity shares of the Company, such that each equity share having face value of Rs. 10/(Rupees Ten only) fully paid-up, be sub-divided into 10 (Ten) equity shares having face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu with each other in all respects, with effect from such date as may be fixed by the Board as the Record Date (“Record Date”), subject to approval of shareholders of the Company.

The sub-division of equity shares of the Company as aforesaid would require consequential alteration to the existing Capital Clause i.e. Clause V of the Memorandum of Association of the Company. There will not be any change in the amount of authorized, subscribed, issued and paid-up share capital of the Company on account of sub-division of equity shares. Additionally, such sub-division shall not be construed as reduction in share capital of the Company.

In terms of the provisions of Sections 13 and 61 of the Companies Act, 2013, approval of the shareholders of the Company is sought by way of ordinary resolutions for sub-division of equity shares and consequential alteration to Capital Clause (Clause V) of the Memorandum of Association of the Company.

A draft copy of the modified Memorandum of Association is available for inspection by the Shareholders of the Company. They may follow the process for inspection of document as mentioned in ‘Notes’ section forming part of this Notice.

None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested (financially or otherwise), in the proposed resolutions mentioned at Item Nos. 1 & 2 except to the extent of their shareholding in the Company. The Board recommends passing of the resolutions as set out at Item Nos. 1 & 2 as Ordinary Resolution(s).

By Order of the Board of Directors For IRB Infrastructure Developers Limited

Sd/Virendra D. Mhaiskar Chairman & Managing Director Mumbai, January 04, 2023

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Registered office: Office No – 11[th] Floor / 1101, Hiranandani Knowledge Park,

Technology Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai – 400 076 CIN: L65910MH1998PLC115967 Tel. + 91 22 67336400 Fax: + 91 22 4053 6699 E-mail: grievances@irb.co.in

Notes:

1. Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts relating to the resolution proposed to be passed is annexed hereto.

2. The Company has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot 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 announced on or before Wednesday, February 08, 2023 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 also will 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 last date specified for e-voting i.e. Monday, February 06, 2023.

3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Wednesday, January 04, 2023 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes will not be sent to the members for this Postal Ballot.

4. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

5. This Postal Ballot Notice will also be available on the Company's website at www.irb.co.in, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFintech at https://evoting.kfintech.com.

6. Members who have not registered their e-mail address and mobile numbers may temporarily get themselves registered with KFintech, by following the procedure mentioned below:

a) Visit the link https://ris.kfintech.com/clientservices/postalballot/registration.aspx

b) Select the name i.e. IRB Infrastructure Developers Limited.

• c) Select the Holding type from the drop down i.e. - NSDL/CDSL/Physical

• d) Enter DP ID – Client ID (in case Shares are held in electronic form)/Physical Folio No. (in case shares are held in physical form) and PAN.

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e) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.

• f) Enter the email address and mobile number.

• g) System will validate DP ID – Client ID/Folio No. and PAN as the case may be and send OTP at the registered Mobile number as well as email address for validation.

• h) Enter the OTPs received by SMS and email to complete the validation process. OTP will be valid for 5 minutes only.

• i) The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the member.

j) Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email address with their DPs permanently, so that all communications are received by them in electronic form.

In respect of shares held in physical form, the members may register their email address by writing to the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited, Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500 032, Telangana.

In case of queries, members are requested to write to einward.ris@kfintech.com or call at the toll-free number 1-800-309-4001.

1. Pursuant to the applicable provisions of the Act and Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to update their email addresses with the Company’s RTA.

2. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to grievances@irb.co.in

3. In case of any query/grievance in connection with the Postal Ballot including remote e-voting, Members may contact KFintech by e-mail at evoting@kfintech.com.

Procedure for Remote E-Voting

• i. In compliance with 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, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 in relation to e-Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFintech, on the resolution set forth in this Notice. The instructions for e-Voting are given herein below.

• ii. The Company has engaged the services of KFintech as the agency to provide e-Voting facility.

• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December 2020 on “e-Voting facility to be provided by listed companies”, e-Voting process has been

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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.

• iv. 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.

• v. The remote e-Voting period commences on Sunday, January 08, 2023 at 9.00 a.m. IST and ends on Monday, February 06, 2023 at 5:00 p.m. IST.

• vi. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off date.

• vii. The detailed process and manner for remote e-Voting are explained herein below:

MODE OF E- VOTING	THROUGH DEPOSITORIES	THROUGH DEPOSITORIES	THROUGH DEPOSITO RY PARTICIP ANT(S)
	NSDL	CDSL
Individual members holding securities in demat mode	1. Members already registered for IDeAS facility may follow the below steps: i. Visit the following URL: https://eservic es.nsdl.com/ ii. On the home page, click on the “Beneficial Owner”icon “Login” which is available under “IDeAS” section. iii. A new screen will open. Enter User ID and Password. Post successful	1. Members already registered for Easi/Easiest may follow the below steps: a. Visit the following URL: https://web.cdslindia.com/myeasi/home/ login orwww.cdslindia.com b. Click on the “Login” icon and opt for “New System Myeasi” (only applicable when using the URL: www.cdslindia.com) c. On the new screen, enter User ID and Password. Without any further authentication, the e-voting page will be made available. d. Click on Company name or e-voting service provider name i.e. KFintech to cast your vote. 2. Members who have not registered for Easi/Easiest may follow the below steps: a. To register for this facility, visit the URL: https://web.cdslindia.com/myeasi/Regist ration/EasiRegistration b. On completion of the registration formality, follow the steps provided above.	1. Members can also log-in using the credential s of their demat account through their Depositor y Participan t(s) registered with NSDL/C DSL for the e- voting facility. 2. On clicking the e- voting icon, members will be re-

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	authentication , you will be able to see e- voting services. Click on “Access to e- Voting” under e- voting services and you will be able to see e- voting page. iv. Click on Company name or e- voting service provider name i.e.KFintech and you will be re-directed to KFintech website for casting your vote. 2. Members not registered for IDeAS facility may follow the below steps: i. To register for this facility, visit the URL: https://eservic es.nsdl.com ii. On the home page, select “Register Online for IDeAS” iii. On completion of the registration	3. Members may alternatively vote through the e-voting website of CDSL in the manner specified below: a. Visit the URL:www.cdslindia.com b. On clicking the e-voting icon, Enter the demat account number and PAN c. Enter OTP received on mobile number and email registered with the demat account for authentication. d. Post successful authentication, the user will receive links for the respective e- voting service provider i.e.KFintech where the e-voting is in progress. 4. For any technical assistance, Members may contact CDSL helpdesk by writing to helpdesk.evoting@cdslindia.comor calling at 022-23058738 or 022-23058542-43.	directed to the NSDL/C DSL site, as applicabl e, on successfu l authentic ation 3. Members may then click on Company name or e-voting service provider name i.e. KFintech and will be redirected to KFintech website for casting their vote.

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	formality, follow the steps provided above. 3. Members may alternatively vote through the e-voting website of NSDL in the manner specified below: a. Visit the URL: https://www.e voting.nsdl.co m b. Click on the “Login” icon available under the “Shareholder /Member” section. c. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OT P, as applicable and the verification code shown on the screen. d. Post successful authentication , you will be redirected to the NSDL IDeAS site wherein you

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	can see the e- voting page. e. Click on Company name or e- Voting service provider name i.e.KFintech and you will be redirected to KFintech website for casting your vote. 4. For any technical assistance, Members may contact NSDL helpdesk by writing to evoting@nsdl. co.inor calling the toll free no.: 18001020990 or 1800224430.
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: a. Visit the following URL:https://evoting.kfintech.com b. 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 EVEN (E- Voting Event Number) followed by 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. c. After entering these details appropriately, click on “LOGIN”. d. 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

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	recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential. e. You need to login again with the new credentials. f. On successful login, the system will prompt you to select the “EVENT” and click on “IRB Infrastructure Developers Limited”. g. 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. h. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account. i. 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. j. 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 mihenhalani@mha-cs.comand may also upload the same in the e-voting module in their login. k. 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 ofhttps://evoting.kfintech.com or call KFin on 1- 800- 309-4001 (toll free). 2. Any member may obtain / generate / retrieve the User ID and Password from KFintech in the manner as mentioned below: a. 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. i. Example for NSDL - MYEPWDIN12345612345678, ii. Example for CDSL - MYEPWD 1402345612345678, iii. Example for Physical - MYEPWDXXXX1234567890. b. 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. c. KFintech shall endeavour to send User ID and Password to those new Memberswhose e-mail ids are available.	recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential. e. You need to login again with the new credentials. f. On successful login, the system will prompt you to select the “EVENT” and click on “IRB Infrastructure Developers Limited”. g. 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. h. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account. i. 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. j. 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 mihenhalani@mha-cs.comand may also upload the same in the e-voting module in their login. k. 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 ofhttps://evoting.kfintech.com or call KFin on 1- 800- 309-4001 (toll free). 2. Any member may obtain / generate / retrieve the User ID and Password from KFintech in the manner as mentioned below: a. 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. i. Example for NSDL - MYEPWDIN12345612345678, ii. Example for CDSL - MYEPWD 1402345612345678, iii. Example for Physical - MYEPWDXXXX1234567890. b. 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. c. KFintech shall endeavour to send User ID and Password to those new Memberswhose e-mail ids are available.
		recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential. e. You need to login again with the new credentials. f. On successful login, the system will prompt you to select the “EVENT” and click on “IRB Infrastructure Developers Limited”. g. 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. h. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account. i. 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. j. 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 mihenhalani@mha-cs.comand may also upload the same in the e-voting module in their login. k. 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 ofhttps://evoting.kfintech.com or call KFin on 1- 800- 309-4001 (toll free). 2. Any member may obtain / generate / retrieve the User ID and Password from KFintech in the manner as mentioned below: a. 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. i. Example for NSDL - MYEPWDIN12345612345678, ii. Example for CDSL - MYEPWD 1402345612345678, iii. Example for Physical - MYEPWDXXXX1234567890. b. 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. c. KFintech shall endeavour to send User ID and Password to those new Memberswhose e-mail ids are available.

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Postal Ballot Notice, January 04, 2023

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Members are requested to note the following contact details for addressing e-voting related grievances:

Ms. C Shobha Anand, Deputy General Manager KFin Technologies Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Phone No.: +91 40 6716 1700 Toll-free Nos.: 1800-309-4001 (from 9:00 a.m. IST to 6:00 p.m. IST on all working days) E-mail: einward.ris@kfintech.com or evoting@kfintech.com

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Postal Ballot Notice, January 04, 2023