Date: 30th September 2026

Board Meeting Outcomes

The Board of Indian Railway Finance Corporation Ltd met on 07th September 2026 to discuss fines imposed by BSE and NSE for non-compliance with SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 for the quarter ended 30th June 2026.

Key decisions and discussions:

  • Board deliberated and noted the position of non-compliances with respect to composition of the Board, quorum of Board meetings, and constitution of committees (Audit, Nomination and Remuneration, Stakeholder Relationship, and Risk Management)
  • Board desired that follow-up be made with the appointing authority (Ministry of Railways) to expedite appointment of requisite number of Independent Directors
  • Board noted that stock exchanges have been requested to waive the fine imposed on the Company
  • Board noted that in earlier instances of similar non-compliance (March 2021 to December 2025), NSE & BSE had waived fines

Regulatory Compliance Disclosure

Nature of Non-Compliances (Quarter ended June 2026):

BSE Fine Details (Total: ₹1,372,340 inclusive of GST):

  • Regulation 17(1): Non-compliance with board composition including failure to appoint woman director - Fine: ₹455,000 + GST ₹81,900 = ₹536,900
  • Regulation 17(2A): Non-compliance with quorum of Board meetings - Fine: ₹40,000 + GST ₹7,200 = ₹47,200
  • Regulation 18(1): Non-compliance with constitution of audit committee - Fine: ₹182,000 + GST ₹32,760 = ₹214,760
  • Regulation 19(1)/19(2): Non-compliance with constitution of nomination and remuneration committee - Fine: ₹182,000 + GST ₹32,760 = ₹214,760
  • Regulation 20(2)/(2A): Non-compliance with constitution of stakeholder relationship committee - Fine: ₹152,000 + GST ₹27,360 = ₹179,360
  • Regulation 21(2): Non-compliance with constitution of risk management committee - Fine: ₹152,000 + GST ₹27,360 = ₹179,360

NSE Fine Details:

Total fine amount: ₹1,163,000 (basic) + GST ₹209,340 = ₹1,372,340

Consequences of Non-Payment:

  • Failure to pay fines within 15 days may result in freezing of entire shareholding of the promoter
  • Second consecutive quarter of non-compliance for Regulation 17(1), 18(1), 27(2) would result in transfer to Z group and potential trading suspension

Company's Position:

  • IRFC being a Government Company, power to appoint Directors vests with President of India through Ministry of Railways
  • Company has no control in the appointment of Directors on its Board
  • Matter of Director appointment is beyond the control of the Company

Payment Instructions

BSE Payment Details:

  • Virtual Bank Account No: BSER03971
  • Bank: ICICI Bank Ltd. - CMS Branch
  • IFSC Code: ICIC0000104

NSE Payment Details:

  • Bank: IDBI BANK LTD
  • Branch: BANDRA KURLA COMPLEX, MUMBAI
  • RTGS/IFSC CODE: IBKL0001000

Waiver Process

  • Non-refundable processing fees of ₹10,000 + 18% GST required if fine amount exceeds ₹5,000 (exclusive of GST)
  • Compliance is prerequisite for applying for waiver
  • Waiver applications must be submitted through NEAPS portal path: NEAPS>>Compliance>>Fine Waiver>>Waiver Request

Not Specified: Financial Results, Dividend Declaration, KMP Changes, Auditor's Report, Disinvestment/Strategic Actions, Media Release/Investor Communication, Other Operational/Legal/Strategic Disclosures