Indian Railway Finance Corporation Limited disclosed penalties totaling ₹19.12 lakh imposed by BSE and NSE for non-compliance with board composition norms during the quarter ended March 31, 2026. The fines, amounting to ₹9.56 lakh each inclusive of GST, were levied for violations of specific regulations regarding the constitution of the Board and its key committees.

The exchanges cited contraventions of Regulation 17(1), 18(1), and 19(1)/19(2) of the SEBI (LODR) Regulations, 2015. These regulations pertain to the composition of the Board and the constitution of the Audit, Nomination and Remuneration committees. The orders were communicated via email from BSE and a letter from NSE on May 27, 2026.

In its filing, Indian Railway Finance Corporation Limited clarified that as a Government Company, the power to appoint Directors vests with the President of India through the Ministry of Railways. The company stated it has no control over these appointments and has repeatedly requested the ministry to appoint the requisite number of independent Directors, including one Woman Independent Director, to ensure compliance with SEBI regulations, the Companies Act, 2013, and DPE Guidelines.

The company noted that exchanges had previously waived fines for similar non-compliances covering the period from March 2021 to December 2025. Consequently, IRFC has requested BSE and NSE to waive the current fines levied for the quarter ended March 31, 2026, in accordance with the SEBI SOP Circular.

The disclosure confirmed that the penalties have no material impact on the financial, operational, or other activities of the listed entity.

Indian Railway Finance Corporation Ltd. (IRFC) signed a Rs 13,527 crore term loan agreement with L&T Metro Rail (Hyderabad) Limited (L&TMRHL) to refinance the debt obligations of the Hyderabad Metro Rail project on May 25, 2026. This transaction marks a significant development in India's urban transit sector, replacing higher-cost debt with competitively priced long-term rupee financing. The agreement was signed in the presence of IRFC CMD & CEO Manoj Kumar Dubey and Telangana Chief Secretary K. Ramakrishna Rao, highlighting the strategic importance of the deal for strengthening urban mobility infrastructure.

The refinancing facility is structured over a 20-year tenure with quarterly repayments. It carries no processing fees, commitment charges, or prepayment penalties, making it an efficient mechanism for the borrower. The transaction is supported by a robust credit enhancement framework, including an unconditional and irrevocable undertaking by the Government of Telangana for servicing all dues payable to IRFC, a state government guarantee, and an RBI-backed direct debit mandate.

Key Transaction Details

The facility will refinance existing debt obligations, including non-convertible debentures (NCDs), commercial papers, and term loans. This enables an orderly exit for existing lenders while improving the project's long-term financial sustainability. The refinancing follows the transfer of 100 per cent ownership of L&TMRHL from Larsen & Toubro Limited to the Government of Telangana through Hyderabad Metro Rail Limited (HMRL).

Project Overview

Hyderabad Metro Rail Phase-I spans 69.2 kilometres across three corridors with 57 stations. It is among the world's largest metro rail projects developed under the public-private partnership (PPP) model. The network currently caters to over 5 lakh passenger journeys daily and serves as a critical urban transport backbone for the city.

CMD & CEO Manoj Kumar Dubey stated that the transaction reinforces IRFC's capability to structure innovative, long-tenor financing solutions for nationally significant infrastructure assets. He emphasized that IRFC stands ready to serve as a trusted domestic financing partner, channeling Indian savings into India’s infrastructure on Indian terms. The refinancing is expected to materially strengthen the project’s financial flexibility, enabling the Government of Telangana to accelerate the planned expansion of Hyderabad’s metro network.