Ircon International Limited has reported a consolidated net profit of ₹592 crore for the financial year ended March 31, 2026, a decrease from ₹724 crore in the previous year. Consolidated revenue from operations for the year stood at ₹9,502 crore, compared to ₹11,131 crore in FY25. The Board of Directors, which met on May 22, 2026, approved the audited financial results and recommended a final dividend for the fiscal year. Following the results announcement, the management discussed the financial performance and outlook in a conference call held on May 25, 2026.

Financial Performance

On a standalone basis, the company reported a net profit of ₹618.45 crore for FY26, down from ₹737.59 crore in the previous year. Total income from operations for the year stood at ₹8,478.86 crore, compared to ₹10,193.14 crore in FY25. The company's earnings per share (EPS) for the year stood at ₹6.58 on a standalone basis and ₹6.33 on a consolidated basis.

The following table summarizes the annual financial performance across standalone and consolidated bases:

Q4 Performance Highlights

For the quarter ended March 31, 2026, the standalone net profit was ₹192.03 crore, with revenue from operations at ₹2,997.79 crore. On a consolidated basis, Q4 net profit came in at ₹191.46 crore, compared to ₹211.78 crore in the corresponding quarter of the previous year. Q4 revenue stood at ₹3,188.98 crore, down from ₹3,412.07 crore year-on-year.

The key Q4 metrics are summarised below:

Dividend Declaration

The Board has recommended a final dividend of ₹0.70 per equity share for the financial year 2025-26, amounting to 35% of the paid-up equity share capital with a face value of ₹2 each. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM). The company had previously paid an interim dividend of ₹1.20 per share in February 2026.

Management Outlook

Management shared a constructive outlook for the year ahead, with key guidance metrics outlined below:

Management attributed the expected PAT margin range of 6.1% to 6.3% to healthy contributions from public-private partnership (PPP) projects. Core EBITDA margins are anticipated to remain between 4.0% and 4.2%, reflecting competitive pressures in the engineering, procurement, and construction (EPC) segment. On the macroeconomic front, management expressed a positive view on India's infrastructure growth trajectory and indicated it does not foresee any significant adverse impact from the West Asia crisis on domestic infrastructure activity.

IRCON International Limited's Board of Directors convened a meeting on 7th May, 2026, addressing two significant matters: the designation of Shri Rajesh Naik as Key Managerial Personnel (KMP) and the board's formal response to exchange fines imposed for non-compliance with SEBI (LODR) Regulations, 2015 pertaining to board and committee composition for the quarter ended 31st December, 2025.

Board Comments on Exchange Fine

NSE and BSE, vide their letter and email dated 27th February, 2026, respectively, imposed a fine on IRCON for non-compliance with Regulations 17(1), 18(1), and 19(1)/19(2) of SEBI (LODR) Regulations, 2015. The non-compliance related to the composition of the Board of Directors and its committees — specifically the Audit Committee and the Nomination & Remuneration Committee — for the quarter ended 31st December, 2025.

In response, the Board noted its position at the meeting held on 7th May, 2026. The company had already sent a clarification letter to NSE and BSE dated 28th February, 2026, vide letter No. IRCON/SECY/STEX/124. The Board's formal stance was as follows:

• IRCON International Limited is a Government Company under Section 2(45) of the Companies Act, 2013.
• The power to appoint Directors, including Independent Directors and Woman Directors, vests with the President of India.
• All Directors are appointed by the Government of India through the Ministry of Railways (MoR).
• IRCON has no role in the appointment of any Director unless nominated by the Government of India.
• IRCON has been continuously requesting MoR for the appointment of the requisite number of Independent Directors to ensure compliance.
• Accordingly, the Board stated that the levy of fine is unreasonable and not applicable to IRCON.

Designation of Shri Rajesh Naik as Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board approved the designation of Shri Rajesh Naik as KMP. The key details of the appointment are presented below:

Profile of Shri Rajesh Naik

Shri Rajesh Naik is a seasoned professional with over 32 years of experience, including over 12 years of international experience across Oman, Bangladesh, Guyana, Botswana, Paraguay, Uruguay, and the Philippines. His expertise spans Planning, Engineering, Project Management, Contract Management, Risk Management, Dispute Resolution, Marketing, and Strategy for large-scale infrastructure projects covering Railways, Highways & Bridges, ROBs/RUBs, Buildings, and Port Connectivity across India and abroad.

Shri Naik holds a Bachelor's degree in Civil Engineering and is a certified professional in Advanced Project Management and Contractual Dispute Resolution from AIMA. He is a Lifetime Member of the Chartered Institute of Logistics and Transport (CILT) and the Indian Roads Congress (IRC). His prior leadership roles span multiple organisations, including RITES Ltd., Indian Port Rail & Ropeway Corporation Ltd., Engineering Projects (India) Ltd., Kalpataru Power Transmission Ltd., IRCON International Ltd., and Konkan Railway Corporation Ltd. Most recently, he served as Chief Strategy Officer (CSO) and Chief Operating Officer (COO), RITES EXPOCON, in RITES Limited in the capacity of Executive Director (Strategy & Corporate Communication).

Meeting Details

The Board Meeting commenced at 3:00 P.M. and concluded at 4:30 P.M. on 7th May, 2026. The disclosures were made pursuant to Regulation 30 read with Schedule III of the SEBI (LODR) Regulations, 2015, and were submitted to both BSE Limited and the National Stock Exchange of India Limited.