Indian Railway Finance Corporation Limited — Important, 28-02-2026: Disclosure of material issue

IRFC has received fines totaling ~₹19.54 lakh from BSE & NSE for non-compliance with corporate governance norms regarding Board and committee composition for the quarter ended December 31, 2025.

**Issue:** The violation stems from IRFC's inability to appoint the requisite number of independent directors, as the power to appoint directors rests with the President of India via the Ministry of Railways (MoR).

**Impact:** IRFC states this non-compliance has 'no impact' on its financial or operational activities. The monetary fine is relatively small.

**Company’s Response/Mitigation:** IRFC has repeatedly requested the MoR to appoint necessary independent directors. The company also highlighted that similar fines were waived by the exchanges in the past (March 2021 to December 2021) on the same grounds. IRFC has now formally requested both BSE and NSE to waive the current fines as well.

#IRFC #CorporateGovernance #SEBIRules