JSW Infrastructure MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Feb 2026, 24 fund houses

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

• Approval for increase in borrowing limits of the Company under Section 180(1)(c) of the Companies Act, 2013

  5 for0 against
• Approval for creation of charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings under Section 180(1)(c) of the Companies Act, 2013

  23 for0 against
• Approval for transfer of unutilized equity shares of JSW Infrastructure Limited Employee Stock Ownership Plan 2016’ to ‘Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026’

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundThe company seeks approval to transfer 683,520 unutilized, unappropriated and unallocated equity shares held by the JSW Infrastructure Employees Welfare Trust under JSW Infrastructure Limited Employee Stock Ownership Plan 2016 (ESOP 2016) to the proposed Shri O.P. Jindal Employee Stock Ownership Plan 2026 (JSWIL 2026). As per the notice, the company has terminated ESOP 2016 with effect from 3 October 2024. While we support the transfer of shares, our recommendation is linked to resolution #5. Since we do not support the contours of JSWIL 2026, we do not support the resolution.
  • HDFC Mutual FundWhile we support the transfer of shares, we do not support the new ESOP plan as it has been granted at a deep discount. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for4 against
• Approval for amendment in ‘JSW Infrastructure Limited Employee Stock Ownership Plan 2021’ and transfer of unallocated equity shares to ‘Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026’

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundIn order to operationalize Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026 (JSWIL 2026), the company proposes allocating a pool of 2,100,000 options which shall be sourced from the existing shares held by the trust under the existing plans. The company proposes to transfer 1,416,480 unutilized, unallocated and unappropriated equity shares under JSW Infrastructure Limited Employees Ownership Plan – 2021 (ESOP 2021), held by the JSW Infrastructure Employees Welfare Trust, to JSWIL 2026. The ESOP 2021 is being amended to reduce the maximum number of options available for grant to 64,583,520 options from 66,000,000 options. While we support the proposed amendment, our recommendation is linked to resolution #5. Since we do not support the contours of JSWIL 2026, we do not support the resolution.
  • HDFC Mutual FundWhile we support the proposed amendment, we do not support the new ESOP plan as it has been granted at a deep discount. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for4 against
• Approval for the ‘Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) – 2026

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundThe company seeks approval for Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026 under which upto 2,100,000 options will be granted. The scheme will be implemented through a trust by secondary acquisition of shares that will be sourced from existing shares held by the trust under existing ESOP plans, comprising 683,520 equity shares under JSWIL Employee Stock Ownership Plan 2016 (ESOP 2016) and 1,416,480 equity shares under JSWIL Employee Stock Ownership Plan 2021 (ESOP 2021). The overall dilution of the scheme is ~0.1% on the expanded capital base as on 31 December 2025. The exercise price shall be equivalent to the face value of the equity shares as on the date of grant. Where the exercise price is at a significant discount to market price, we expect vesting of stock-based grants to be based on certain predefined performance targets that must be disclosed. As per the notice, vesting of options will be subject to achievement of specified performance conditions. The performance conditions will be linked to individual performance on Key Resultant Area (KRA) and/or Business Performance Parameters. We believe the company should disclose the targets in the notice or in cases where the company chooses not to disclose these corporate-level targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. In the absence of clarity, we are unable to support the resolution.
  • HDFC Mutual FundESOPs have been granted at a deep discount to market price. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for4 against
• Approval for the grant of employee stock options to the eligible employees of the present and future unlisted subsidiary company(ies) of the Company under ‘Shri O.P. Jindal Employee Stock Ownership Plan (JSWIL) - 2026’MoreLess

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundThe company proposes to extend JSWIL 2026 to the employees of present and future unlisted subsidiary company(ies). While we generally support the extension of schemes to unlisted subsidiary companies, since we do not support the contours of the scheme, we do not support the extension. Our recommendation is linked to resolution #5. We do not support the resolution.
  • HDFC Mutual FundESOPs have been granted at a deep discount to market price. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for4 against

Mutual fund votes, meeting of 19 Jan 2026, 25 fund houses

• Approval for undertaking Material Related Party Transaction between JSW Port Logistics Private Limited, a wholly owned subsidiary of the Company with JSW Shipping & Logistics Private Limited, a promoter group company.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance and Transparency concern: Inadequate justification for using Discounted Cash Flow method for valuation, as the entities have not yet achieved stable cash flows. Lack of clarity as to why the Company could not have owned these rights from the beginning and why the same was created through separate promoter-owned entities and not by the Company itself.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance and Transparency concern: Inadequate justification for using DCF method for valuation, as the entities have not yet achieved stable cash flows. Lack of clarity as to why the Company could not have owned these rights from the beginning and why the same was created through separate promoter-owned entities and not by the Company itself
  • ICICI Prudential Mutual FundWe do not support the resolution as the forecasts used for the valuation are too optimistic
  • Nippon India Mutual FundGovernance & Transparency Concern: Inadequate justification for using DCF method for valuation, as the entities have not yet achieved stable cash flows.

  16 for9 against

Mutual fund votes, meeting of 28 Sep 2025, 27 fund houses

• Appointment of Ms. Neeta Mukerji (DIN: 00056010) as a Non-Executive Director, Independent Director of the Company

  27 for0 against
• Change in designation and payment of remuneration to Mr. Lalit Singhvi (DIN: 05335938), Non-Executive, Non-Independent Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Proposed remuneration appears to be significant in nature considering the role of a Non-Executive Director and without objective disclosures on performance criteria to be considered for payment of significant remuneration to an individual Non-Executive Director, whereas the other Non-Executive Directors are not being paid any remuneration / commission except sitting fees.
  • Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Proposed remuneration appears to be significant in nature considering the role of a NonExecutive Director and without objective disclosures on performance criteria to be considered for payment of significant remuneration to an individual NED, whereas the other NEDs are not being paid any remuneration / commission except sitting fees.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because the proposed remuneration is deemed high for a non-executive role and aggressively positioned when compared to market practice.
  • HSBC Mutual FundWe are concerned about potential negative impact on shareholder value/rights.
  • Kotak Mahindra Mutual FundLalit Singhvi, 61, post superannuation, resigned from his office as CFO on 31 August 2025. Consequently, he also ceased to be a Whole-Time Director. He also resigned from the board in his capacity as a WTD from the board of JSW Jaigarh Port Limited, 100% subsidiary of the. the proposed remuneration appears excessive and skewed in favour of Mr. Singhvi, the Company should provide objective performance criterion to be used to judge the fairness of the proposed pay. In the absence of clarity about the remuneration, we have concern with the resolution. Hence, we do not favour it.

  18 for9 against
• Appointment of Mr. Devki Nandan Sharma (DIN: 06693431) as a Director of the Company

  27 for0 against
• Appointment of Mr. Devki Nandan Sharma (DIN: 06693431) as Whole-Time Director of the Company

  ›Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundDevki Nandan Sharma proposed remuneration comprising fixed (72%) and variable (28%) is estimated at ~Rs. 47.0 mn. There is no clarity on the stock options proposed to be granted over the tenure. Therefore, remuneration terms, are open-ended. While we support his appointment as Whole-Time Director, due to lack of adequate disclosures on remuneration, we are unable to ascertain aggregate remuneration and hence do not support the resolution. The company must disclose the quantum of stock options that he is eligible to receive over the proposed tenure, and the performance metrics which determine such variable pay. We note that in case of inadequate profits, Devki Nandan Sharma will be paid the proposed remuneration.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  24 for3 against

Mutual fund votes, meeting of 24 Aug 2025, 26 fund houses

• Appointment of Mr. Rajive Kumar (DIN:06620110) as a Non-executive, Independent Director of the Company

  26 for0 against

Mutual fund votes, meeting of 15 Jul 2025, 26 fund houses

• Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditors thereon.MoreLess

  26 for0 against
• Declaration of a Dividend of Rs. 0.80 (40%) per equity share of Rs. 2 of the Company, for the financial year ended March 31, 2025.

  26 for0 against
• Appointment of Mr. Sajjan Jindal (DIN: 00017762), Director, who retires as a Director by rotation and, being eligible, offers himself for re-appointment

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

  • Angel One Mutual FundGovernance Concern: Low attendance at Board meetings.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merit of the proposed appointee. Governance Concern: Low attendance at Board meetings.

  20 for6 against
• Ratification of remuneration of Cost Auditors

  26 for0 against
• Appointment of Secretarial Auditors - M/s. SR Agarwal and Associates, Company Secretaries

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. No concern on merit of the proposed Secretarial Auditors. Transparency Concern: Previous auditors’ remuneration not disclosed to ascertain any material change in the audit fee.

  25 for1 against

Mutual fund votes, meeting of 22 Jun 2025, 25 fund houses

• Re‐appointment of Mr. Amitabh Kumar Sharma (DIN: 06707535) as an Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, quant Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Sundaram Mutual FundAmitabh Kumar Sharma, 54, is a partner at NorthExcel Associates, Advocates & Legal Consultants. Prior to this he was Managing Partner at HSA Advocates and partner at Khaitan & Co. He has over 27 years of experience in general corporate, mergers and acquisitions, private equity, projects and financing matters. He has been an Independent director on JSW Infrastructure Ltd since 28 March 2023 and is being reappointed for a second term of one year. He has attended all eleven (100%) board meetings in FY25. Amitabh Kumar Sharma has been associated with JSW Infrastructure for nine years – beginning with his appointment for five years as Independent Director to the board of Jaigarh Digni Rail Limited, a (100%) step-down subsidiary of JSW Infrastructure in Jan 2016. His directorship extended to JSW Infrastructure’s board in March 2023. His aggregate tenure with the company / group will cross ten years during the proposed term. Therefore, we do not support his reappointment as Independent Director. The company must consider reappointing him as non-independent non-executive director.
  • Angel One Mutual FundPrior approval of shareholders not obtained for re-appointment as an Independent Director. Governance Concern: Prolonged association at Group Level. No justification for re-appointment as Independent Director for a period of only one year. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundNo prior approval of Shareholder. Proposed term will lead to prolonged association. No justification for re- appointment as ID for one year. Non-disclosure of director’s role in the Group entity.
  • Baroda BNP Paribas Mutual FundAK Sharma is a director on many JSW group entities so it doesn't appear appropriate to be ID on one. No issue of capability or candidature as a normal director
  • HDFC Mutual FundMr. Amitabh Kumar Sharma, 54, is a partner at NorthExcel Associates, Advocates & Legal Consultants. He has over 27 years of experience in general corporate, mergers and acquisitions, private equity, projects and financing matters. Given his prolonged association with the group exceeding ten years, we do not support the resolution to appoint him as an independent director.
  • LIC Mutual FundConcerns over prolonged association of the said person with the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon-disclosure
  • PGIM India Mutual FundNo prior approval of Shareholder. Proposed term will lead to prolonged association. No justification for re- appointment as ID for one year. Non-disclosure of director s role in the Group entity.
  • quant Mutual FundRelated to the re-appointment of Mr Amitabh Kumar Sharma as an independent director of the company. No concern on the merit of proposed appointee. Non-compliance: Re-appointment is not in accordance with law, prior approval of shareholders not obtained for re-appointment as an ID. Governance concern: Prolonged association at Group Level. No justification for re-appointment as ID for a period of only one year.

  8 for17 against
• Appointment of Ms. Anita Belani (DIN: 01532511) as a Director and as an Independent Director of the Company

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

  • Angel One Mutual FundTransparency Concern: No clarity on whether proposed appointee holds non-independent position in group company.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merit of proposed appointee. Transparency Concern: No clarity on whether proposed appointee holds non-independent position in group company.

  17 for8 against
• Approval for Material Related Party Transaction(s) between JSW Jaigarh Port Limited, Wholly Owned Subsidiary of the Company and JSW Steel Limited, for the Financial Year 2025‐26

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

  • Angel One Mutual FundGovernance Concern: Basis for Arm’s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether prior approval of shareholders is sought.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with Law. Governance Concern: Basis for Arm’s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether approval of shareholders is sought prior to the materiality limit of RPT as is stipulated in SEBI LODR Regulations getting breached.
  • PGIM India Mutual FundCompliant with Law. Governance Concern: Basis for Arm s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether approval of shareholders is sought prior to the materiality limit of RPT as is stipulated in SEBI LODR Regulations getting breached.

  17 for8 against
• Approval for Material Related Party Transaction(s) between JSW Dharamtar Port Private Limited, Wholly Owned Subsidiary of the Company and JSW Steel Limited, for the Financial Year 2025‐26

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

  • Angel One Mutual FundGovernance Concern: Basis for Arm’s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether prior approval of shareholders is sought.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with Law. Governance Concern: Basis for Arm’s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether approval of shareholders is sought prior to the materiality limit of RPT as is stipulated in SEBI LODR Regulations getting breached.
  • PGIM India Mutual FundCompliant with Law. Governance Concern: Basis for Arm s Length pricing not adequately disclosed. Transparency concern: No clarity with regard to whether approval of shareholders is sought prior to the materiality limit of RPT as is stipulated in SEBI LODR Regulations getting breached.

  17 for8 against