IRB Infrastructure Developers MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Mar 2026, 22 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Issue of Bonus Shares to Equity Shareholders of the Company

  4 for0 against
• Increase in Authorized Share Capital and consequent amendment to clause V of Memorandum of Association of the Company.

  22 for0 against
• Material related party transactions in relation to project implementation agreement with IRB Chandibhadra Tollway Private Limited the TOT-18 Project SPV of IRB Infrastructure Trust.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Inadequate disclosure with regards to rationale for fixing the implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm’s Length and Fair Pricing.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosure w.r.t Rationale for fixing the implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm’s Length and Fair Pricing.
  • Kotak Mahindra Mutual FundAll potential variables upfront for such an extended duration may not be appropriate, as certain adjustments may ultimately prove unnecessary, while future circumstances may evolve in ways that require entirely different considerations. The long-term transactions of this nature should not be fixed at a predetermined cost for the entire tenure. Instead, such arrangements should be periodically reviewed by the Audit Committee, with pricing reassessed at regular intervals based on the prevailing economic and operational conditions, and adjusted where necessary. Hence, we do not support the resolution.
  • LIC Mutual FundGovernance & Transparency Concern: Inadequate disclosure w.r.t Rationale for fixing the implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm s Length and Fair Pricing.
  • Nippon India Mutual FundGovernance & Transparency Concern: Inadequate disclosure w.r.t Rationale for fixing the implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm’s Length and Fair Pricing.

  13 for9 against
• Re-appointment of Mrs. Deepali V. Mhaiskar (DIN: 00309884) as Whole-time Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance concern: The proposed remuneration appears to be on the higher side. No absolute cap on the proposed total remuneration or on the variable component of the proposed remuneration.
  • Axis Mutual Fund, Jio BlackRock Mutual Fund, UTI Mutual FundMs. Deepali V. Mhaiskar, 52, is part of the promoter family and is the Whole Time Director of IRB Infrastructure Developers Limited, where she oversees the administration of the company. She has been on the board since 27 July 1998. Ms. Deepali V. Mhaiskar received Rs. 152.5 mn as remuneration in FY25. As per her proposed remuneration terms, we estimate her FY26 remuneration at Rs. 443.8 mn, which is high for the size and complexity of the business and high when compared to peers. While a large portion of her remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over her tenure. The company must cap her remuneration in absolute terms. We expect the company to disclose performance metrics that will be used to determine the commission payout. Ms. Deepali Mhaiskar along with Virendra Mhaiskar are eligible to get upto 6% of profits as commission, which is high. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: The proposed remuneration appears to be on the higher side. No absolute cap on the proposed total remuneration or on the variable component of the proposed remuneration.
  • Baroda BNP Paribas Mutual FundTotal compensation for promoter group jointly exceeds 5% of net profit which is not as per SEBI LODR norms
  • HDFC Mutual FundMs. Deepali V. Mhaiskar, 52, is part of the promoter family and is the Whole Time Director of IRB Infrastructure Developers Limited, where she oversees the administration of the company. She has been on the board since 27 July 1998. Her proposed remuneration is not commensurate with the size of the business. Hence, we do not support the resolution.
  • Kotak Mahindra Mutual FundMs. Deepali V. Mhaiskar, 52, is part of the promoter family and is the Whole Time Director of IRB Infrastructure Developers Limited, where she oversees the administration of the company. She has been on the board since 27 July 1998. The remuneration proposed currently for the appointed director does not carry an absolute cap either on the total remuneration payable or on the variable pay component. In the absence of clarity of her total remuneration, we cannot favour the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance & Transparency Concern: Inqdequate clarity on proposed remuneration.

  6 for16 against

Mutual fund votes, meeting of 13 Jan 2026, 21 fund houses

• To consider and approve material related party transactions in relation to Corridor of Lucknow-Ayodhya-Gorakhpur (NH-27) and Lucknow-Sultanpur (NH-731) (TOT-17) TOT Project

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance & Transparency Concern: Inadequate disclosure with regards to rationale for fixing implementation cost on upfront basis for a 20-year period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm’s Length and Fair Pricing.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosure w.r.t Rationale for fixing implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm’s Length and Fair Pricing.
  • LIC Mutual FundGovernance & Transparency Concern: Inadequate disclosure w.r.t Rationale for fixing implementation cost on upfront basis for a 20-year Period without any reset clause and without data on basis of which valuation has been done does not give comfort on Arm s Length and Fair Pricing.

  14 for7 against

Mutual fund votes, meeting of 18 Sep 2025, 21 fund houses

• To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.

  21 for0 against
• To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon.

  21 for0 against
• To appoint a Director in place of Mrs. Deepali V. Mhaiskar (DIN: 00309884), Whole-time Director who retires by rotation and, being eligible, seeks re-appointment.

  21 for0 against
• Ratification of remuneration payable to M/s Joshi Apte & Associates, Cost Auditors of the Company for the financial year 2025 -26.

  21 for0 against
• Appointment of M/s. Mihen Halani & Associates, Practising Company Secretary as the Secretarial Auditors of the Company, for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundProposed audit fee payable to Secretarial Auditors not disclosed by the Company in the Notice.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo concern on merit of proposed secretarial auditors. Non-Compliant with Regulation 36(5) of SEBI (LODR), 2015: Proposed audit fee payable to Secretarial Auditors not disclosed by the Company in the Notice
  • LIC Mutual FundConcerns over Proposed audit fee payable to Secretarial Auditors not disclosed by the Company in the Notice

  13 for8 against

Mutual fund votes, meeting of 11 Mar 2025, 21 fund houses

• Appointment of Mr. Luis Aguirre De Carcer Cabezas as a Non-Executive Director, not liable to retire by rotation

  21 for0 against
• Appointment of Dr Ajay Kumar Singh as an Independent Director of the Company

  21 for0 against

Mutual fund votes, meeting of 24 Sep 2024, 12 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• 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.

  11 for0 against
• 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.

  11 for0 against
• 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.

  ›Against Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Chairman & MD of the Company. Excessive remuneration & Significant increase in EDs remuneration.
  • ICICI Prudential Mutual FundPromoter group remuneration is high compared to peers. Also, there was significant increase in EDs remuneration during FY2024. Hence, the AMC has voted against the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Chairman & MD of the Company. Excessive remuneration & Significant increase in EDs remuneration

  7 for4 against
• Ratification of remuneration payable to M/s Joshi Apte & Associates, Cost Auditors of the Company for the financial year 2024 -25.

  11 for0 against

Mutual fund votes, meeting of 11 Jun 2024, 8 fund houses

• Appointment of Mr. Vijay N. Bhatt as Independent Director of the Company.

  8 for0 against
• Appointment of Mr. Bajarang Lal Gupta as an Independent Director of the Company.n

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance concern: Proposed term will lead to prolonged association with the Group.
  • ICICI Prudential Mutual FundMr. Bajrang Lal Gupta, 69, has held key positions with Andhra Bank and India Infrastructure Finance Company Limited (IIFCL). He is a banker with over 45 years of experience. The AMC noted that he previously served as an independent director on the board of this company from October 21, 2015 till August 1, 2016. Thereafter, he has served on the board of several IRB Group project SPVs starting from his appointment on the board of IRB Tumkur Chitradurga Tollway Ltd on August 21, 2017. He ceased to be a director on the boards of IRB Jaipur Deoli Tollway Limited, VK1 Expressway Limited, IRB Talegaon Amravati Tollway Limited and IRB Surat Dahisar Tollway Limited on May 3, 2024. This takes his overall association with the IRB Group to over eight years. The AMC noted that his association with the promoter group will cross ten years during his proposed tenure. The AMC doesnot support rotation of tenured Independent Directors within the group as it believe that this is not in line with the spirit of the regulations. Further, he is also on the board of several GMR road asset companies, which operate in a similar line of business. Given the potential conflict of interest, the AMC has voted against the resolution.
  • Nippon India Mutual FundProlonged association
  • SBI Mutual FundBajrang Lal Gupta, 69, has held key positions with Andhra Bank and India Infrastructure Finance Company Limited (IIFCL). He is a banker with over 45 years of experience. We note that he previously served as an independent director on the board of this company from 21 October 2015 till 1 August 2016. Thereafter, he has served on the board of several IRB Group project SPVs starting from his appointment on the board of IRB Tumkur Chitradurga Tollway Ltd on 21 August 2017. He ceased to be a director on the boards of IRB Jaipur Deoli Tollway Limited, VK1 Expressway Limited, IRB Talegaon Amravati Tollway Limited and IRB Surat Dahisar Tollway Limited on 3 May 2024. This takes his overall association with the IRB Group to over eight years. We note that his association with the promoter group will cross ten years during his proposed tenure. We do not support rotation of tenured Independent Directors within the group as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution.

  2 for6 against