India Tourism Development Corporation reported non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding board and committee composition for the financial year ended March 31, 2026. The company incurred fines from BSE Limited and National Stock Exchange Limited due to the non-appointment of Independent Directors, including a woman Independent Director. Being a Government Company, the appointment of Directors is managed by the administrative Ministry, specifically the Ministry of Tourism, Government of India, which the company stated was beyond its control.

Board Composition and Penalties

The listed entity was in default of Regulation 17(1) of the SEBI (LODR) Regulations, 2015, concerning the composition of the Board. Consequently, the stock exchanges imposed fines for multiple quarters in FY26.

Committee Non-Compliance

The Annual Secretarial Compliance Report also highlighted deviations in the constitution of key committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, and Risk Management Committee. These non-compliances arose because the committees had only one Independent Director, appointed with effect from April 16, 2025, whereas regulations required a higher number of Independent Directors.

Audit Committee Fines

The Audit Committee was not constituted in compliance with Regulation 18 of the SEBI (LODR) Regulations, 2015. The fines imposed by the exchanges for this deviation were:

Nomination and Remuneration Committee Fines

Similar non-compliance was observed in the Nomination and Remuneration Committee under Regulation 19(1)&(2). The fines levied were:

Stakeholder Relationship and Risk Management Committees

The Stakeholder Relationship Committee and Risk Management Committee were not compliant with Regulations 20(2)&(2A) and 21(2) respectively, during the period from April 1, 2025, to April 15, 2025. Both committees became compliant upon the appointment of an Independent Director on April 16, 2025. Fines for these periods included Rs. 1,58,120 for the March 2025 quarter and Rs. 35,400 for the June 2025 quarter from each exchange.

Other Compliance Status

The report confirmed that the company complied with other applicable regulations, including Secretarial Standards, maintenance of website disclosures, and preservation of documents. No additional non-compliances were observed. The company stated it would submit requests for waiver of the fines to both stock exchanges upon achieving full compliance with the applicable provisions.

India Tourism Development Corporation has appointed Sh. Malay Kumar Singha as a Non-official Director on its board for a period of three years. The appointment follows a communication from the Ministry of Tourism, Government of India, via Office Memorandum No. PSU-6/1/2025-PSU dated May 25, 2026. The company received this intimation on May 26, 2026.

The formal process for the appointment is currently underway. Sh. Malay Kumar Singha is yet to obtain his Director Identification Number (DIN), which is a mandatory requirement for assuming the role. Additionally, the company has not yet received the disclosure confirming that he is not debarred from holding the position of director by SEBI or any other authority.

A brief profile of the newly appointed director is also pending. The company stated that these details, including the non-debarment disclosure and profile, will be provided once they are received from Sh. Malay Kumar Singha.

The appointment was communicated to the stock exchanges by Virendra Kumar Jain, Company Secretary of India Tourism Development Corporation. The filing was made to comply with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Appointment Details