Rail Vikas Nigam has been fined by the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) for non-compliance with key provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The penalties stem from lapses in the composition of the Board of Directors and its sub-commitments during the quarters ended December 31, 2025, and March 31, 2026. The company attributes these regulatory breaches to vacancies in independent director positions, which it states are under the purview of the Ministry of Railways.

The exchanges issued communications on February 27, 2026, regarding the quarter ended December 31, 2025, and again on May 27, 2026, pertaining to the quarter ended March 31, 2026. Rail Vikas Nigam informed the stock exchanges of these developments through letters dated March 2, 2026, and May 27, 2026, respectively. The specific regulations cited include Regulation 17(1), 18(1), and 19(1) & 19(2), which govern the structure and independence requirements of listed entity boards.

Board Review and Compliance Status

The matter was placed before the Board of Directors in its meeting held on July 25, 2026. The Board deliberated on the position of non-compliance and noted the fines imposed by the exchanges. In its response, the company highlighted that it is continuously following up with the Ministry of Railways regarding the vacancy of Independent Directors, including the mandatory one-woman Independent Director.

Rail Vikas Nigam stated that several reminder letters have been sent to the Ministry of Railways requesting immediate action on the appointment of these directors. As a Government of India enterprise, the company asserted that it has no role to play in the appointment of directors, thereby placing the responsibility for rectifying the board composition gaps with the parent ministry.

Regulatory Details

The non-compliances specifically relate to the quarter ended December 31, 2025, and the quarter ended March 31, 2026. The company’s Company Secretary and Compliance Officer, Kalpana Dubey, signed the disclosure letter dated July 25, 2026, formally communicating the Board’s comments on the fines levied by the exchanges.

Rail Vikas Nigam has initiated the closure of its wholly owned subsidiary, RVNL Infra South Africa, marking a strategic consolidation of its international operations. The decision was taken by the Board of Directors during a meeting held on July 25, 2026. Alongside this structural change, the company secured continuity in its compliance framework by extending its internal audit engagement and appointing a new cost auditor for the upcoming fiscal year.

The Board meeting commenced at 11:00 A.M. and concluded at 12:20 P.M. The approvals were made pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015. The company disclosed the outcomes to the National Stock Exchange of India Ltd. and BSE Ltd., referencing SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/II/3762/2026 dated January 30, 2026.

Subsidiary Closure

The most significant operational move was the approval for the closure of RVNL Infra South Africa. As a wholly owned subsidiary located in South Africa, its winding down suggests a reassessment of the company’s footprint in that region. No specific financial details regarding the subsidiary’s assets or liabilities were disclosed in the filing.

Audit Appointments

To ensure regulatory compliance for the next fiscal period, the Board addressed two key audit appointments:

• Internal Auditor: The contract of M/s. Ravi Rajan & Co. LLP, Chartered Accountants, was extended for another six months. This extension covers the period up to September 30, 2026.
• Cost Auditor: M/s. R.M. Bansal & Co., Cost Accountants, was appointed as the Cost Auditor for the financial year 2026-27. The appointment was effective from July 25, 2026.

Cost Auditor Profile

M/s. R.M. Bansal & Co. brings extensive experience to the role. The firm has twelve partners and maintains professional offices across Kanpur, Lucknow, New Delhi, Mumbai, Bangalore, Chennai, Kolkata, Hyderabad, Thiruvananthapuram, Bhubaneswar, Dehradun, and Bilaspur.

The firm possesses fifty years of experience, comprising thirty-four years as a practicing firm of Cost Accountants since July 12, 1990, and seventeen years of individual practice from 1974 to 1990. They have previously conducted cost audits for various Maharatna and Miniratna public sector undertakings under Central and State Governments. The filing disclosed no relationships between the auditor and the company’s directors.