IRB Infrastructure Developers Limited, one of India’s prominent infrastructure developers, submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2025, to the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE) on May 30, 2025. The submission was in accordance with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

The report was compiled and certified by M/s. Mihen Halani & Associates, Practicing Company Secretaries, who reviewed the compliance of statutory obligations and the corporate governance framework followed by IRB Infrastructure Developers during the review period.

Comprehensive Review and Findings:

The Secretarial Compliance Report included an extensive review of the legal framework applicable to the listed entity, specifically the provisions under:

• The SEBI Act, 1992

• The Securities Contracts (Regulation) Act, 1956

• Several SEBI Regulations and guidelines including:

  • Listing Obligations and Disclosure Requirements (LODR), 2015

  • Issue of Capital and Disclosure Requirements, 2018

  • Substantial Acquisition of Shares and Takeovers, 2011

  • Prohibition of Insider Trading, 2015

  • Share Based Employee Benefits and Sweat Equity, 2021 (Not applicable during the review period)

  • Issue and Listing of Non-Convertible Securities, 2021

  • Registrars to an Issue and Share Transfer Agents, 1993

  • Delisting of Equity Shares, 2021 (Not applicable during the review period)

  • Buyback of Securities, 2018 (Not applicable during the review period)

  • Depositories and Participants, 2018

Key Compliance Highlights:

According to the report, IRB Infrastructure Developers Limited has demonstrated a strong compliance framework, meeting the expectations of all applicable SEBI regulations. The compliance assessment found that the company adhered to Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and followed due process in:

• Timely adoption and revision of SEBI-mandated policies

• Maintenance of a functional and updated website for disclosure dissemination

• Board-level performance evaluations, including committees and independent directors

• Preservation of records and archiving per policy

• Compliance with norms related to related party transactions and insider trading regulations

• Making accurate Regulation 30 disclosures of material events and information

The compliance status was marked ‘YES’ in all key areas of assessment, indicating adherence to robust corporate governance practices.

Noted Deviation and Regulatory Action:

Despite an otherwise satisfactory compliance record, the report identified one minor deviation under Regulation 60(2) of SEBI LODR Regulations. The company experienced a delay in the submission of the record date intimation to the BSE. The delay led to the imposition of a fine amounting to ₹10,000 plus GST, which the company has already paid.

The action taken was noted as a fine by BSE Limited, and the report confirms that the company has complied by paying the penalty. The Practicing Company Secretary observed that this was an isolated case and provided a clean observation post-remedial action.

No Repeat Deviations:

The report also stated that there were no past non-compliances requiring remedial action from previous secretarial compliance reviews. This confirms that IRB Infra has maintained a strong track record in adhering to SEBI norms year over year.

Compliance with SEBI Guidelines on Other Critical Aspects:

The report affirms IRB Infra’s adherence to various critical compliance elements, including:

• No disqualifications of directors under Section 164 of the Companies Act, 2013

• Identification and disclosure of material subsidiaries

• Compliance with document preservation and archival policy

• Transparency in related party transactions, with prior approvals from the audit committee

• Full compliance with insider trading regulations (Regulations 3(5) & 3(6))

• No regulatory actions by SEBI or stock exchanges during the review period

• No resignations of statutory auditors, hence certain SEBI Master Circular provisions on auditor resignation were not applicable

Limitations Acknowledged in the Report:

The Practicing Company Secretary clarified the scope and limitations of the report, stating that:

• The review does not constitute an audit of financial records.

• The responsibility for compliance lies with the management.

• The report is strictly intended for fulfilling obligations under Regulation 24A(2) of SEBI LODR Regulations and should not be interpreted as a certification of the company’s financial health or management effectiveness.

Conclusion:

The Secretarial Compliance Report for FY25 serves as a testimony to IRB Infrastructure Developers Limited’s commitment to regulatory transparency, accountability, and good governance. Apart from one minor lapse in timely submission of a record date intimation—which was duly addressed—the company has met all obligations under the SEBI regulatory framework.

This submission reinforces investor confidence in IRB Infrastructure’s governance practices and affirms its standing as a compliant and responsible listed entity.

The report was signed and certified by Mr. Mihen Halani, Proprietor of Mihen Halani & Associates, on May 19, 2025, in Mumbai with UDIN: F009926G000368636.

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