Fines Imposed

BSE Fine: ₹1,10,000 (inclusive of GST)

  • Reference: BSE Email regarding fines as per SEBI Master Circular No. HO/49/14/14(7)2025-CFD POD2/I/3762/2026 issued on July 11, 2023 and last updated on January 30, 2026
  • Date of Receipt: 25th August, 2026

NSE Fine: ₹1,10,000 (inclusive of GST)

  • Reference: NSE letter no. NSE/LIST SOP/COMB/FINES/0954
  • Date of Receipt: 25th August, 2026

Details of Violations

Both exchanges have levied fines for non-compliance with the following SEBI LODR regulations for the quarter ended 30th June 2026:

  • Regulation 17(1) - Composition of the Board
  • Regulation 17(2A) - Quorum of Board meetings
  • Regulation 18(1) - Constitution of committees
  • Regulation 19(1)/19(2) - Audit Committee
  • Regulation 20(2)/(2A) - Nomination and Remuneration Committee
  • Regulation 21(2) - Stakeholder Relationship Committee and Risk Management Committee

Financial Impact Assessment

The company has explicitly stated that these fines "Has no impact" on financial, operational or other activities of the listed entity.

Context and Rationale

The disclosure explains that IRFC, being a Government Company, has its Directors appointed by the President of India through the administrative ministry (Ministry of Railways). The company states it has no control in the appointment of Directors on its Board.

To ensure compliance with Corporate Governance norms under SEBI Listing Regulations, Companies Act, 2013, and DPE Guidelines for CPSEs, the company has made requests from time to time to the Ministry of Railways for appointment of requisite number of independent Directors, including one Woman Independent Director.

Precedent and Waiver Request

The company notes that in earlier instances of non-compliance of similar nature, both NSE and BSE had waived fines imposed on the company for the period from March 2021 to December 2025 on similar grounds.

In view of this precedent, the company has made a formal request to both stock exchanges (BSE and NSE) to waive off the fines levied with respect to these non-compliances under the specified regulations, as per the SEBI SOP Circular.