IRFC Fined ₹9.77 Lakh by BSE & NSE for Board Compliance; Requests Waiver

New Delhi: Indian Railway Finance Corporation Limited (IRFC), a Government of India enterprise, has disclosed fines of ₹9,77,040 (inclusive of GST) each imposed by BSE Limited and National Stock Exchange of India (NSE) for non-compliance with SEBI (LODR) Regulations, 2015 related to Board composition and committee constitution for the quarter ended December 31, 2025.

The violation pertains to:

• Regulation 17(1): Composition of the Board

• Regulation 18(1) & 19(1)/19(2): Constitution of Audit, Nomination, and Remuneration Committees

Key Details

• Date of Communication: February 27, 2026

• Fine Amount: ₹9,77,040 each from BSE and NSE

• Impact: The company confirmed that the fines have no impact on financial or operational activities.

IRFC emphasized that as a Government Company, the appointment of Directors rests with the President of India through the Ministry of Railways (MoR). The company has no direct control over Board appointments. Requests have been made to the Ministry to ensure the presence of the required number of independent directors, including women independent directors, to comply with corporate governance norms.

Past Precedent

IRFC noted that in prior instances of similar non-compliance (March–December 2021), BSE and NSE had waived fines, recognizing the limitations faced by government-owned companies in appointing independent directors. Based on this, IRFC has formally requested the exchanges to waive the current fines under SEBI’s SOP Circular provisions.

About IRFC

IRFC is the dedicated financing arm for Indian Railways, responsible for raising funds through capital markets to support railway infrastructure development. The company plays a critical role in mobilizing funds for one of India’s largest transportation networks.