Indian Railway Finance Corporation Limited — Important, 27-05-2026: Disclosure of material issue

IRFC has received fines totaling ~₹19.12 lakh (~0.19 Cr) from NSE & BSE for non-compliance with rules regarding Board and committee composition (Audit, Nomination & Remuneration) for the quarter ended 31st March 2026.

**Issue:** Non-compliance with corporate governance norms related to the composition of its Board and key committees.

**Possible Impact:** While a monetary fine of ~₹19.12 lakh has been levied, IRFC states it has "no impact" on its financial, operational, or other activities.

**Company’s Response/Mitigation:** IRFC, being a Government Company, states it has no control over director appointments as these rest with the President of India through the Ministry of Railways (MoR). IRFC has consistently requested MoR to appoint the requisite number of independent directors (including a woman independent director) to ensure compliance. The company is requesting a waiver of these fines from the stock exchanges, citing previous instances where fines for similar non-compliances were waived.