IRCON International 's Board of Directors held a crucial meeting on February 3, 2026, addressing regulatory compliance issues and key personnel appointments. The meeting, which commenced at 3:00 P.M. and concluded at 5:30 P.M., focused on two primary agenda items that reflect the company's ongoing governance challenges and organizational restructuring.

Exchange Fine and Board Composition Issues

The board deliberated on fines imposed by both the National Stock Exchange of India Limited and BSE Limited for non-compliance with SEBI LODR Regulations during the quarter ended September 30, 2025. The exchanges had communicated their concerns via letters dated November 28, 2025, highlighting violations of Regulations 17(1), 18(1), and 19(1)/19(2).

The company presented a robust defense of its position, emphasizing its status as a Government Company under Section 2(45) of the Companies Act, 2013. IRCON argued that the President of India holds exclusive authority for director appointments, including Independent Directors and Woman Directors, through the Ministry of Railways. The board noted that IRCON has continuously requested the Ministry of Railways for appointment of requisite Independent Directors to ensure compliance, making the levy of fines "unreasonable and not applicable to IRCON."

Key Managerial Personnel Appointment

In a significant organizational development, the board approved the designation of Shri Sudhir Singh as Key Managerial Personnel under Section 203 of the Companies Act, 2013. This appointment reflects the company's commitment to maintaining strong leadership continuity.

Professional Background and Expertise

Shri Sudhir Singh brings extensive experience to his enhanced role, with over 26 years of distinguished service in Indian Railways. His educational background includes a BE in Civil Engineering from the University of Roorkee (now IIT Roorkee) in 1998, and he joined Indian Railways in September 2000.

His notable contributions include:

• Leadership in landmark projects such as the Udampur–Srinagar–Baramulla Rail Link (USBRL) Project
• Commissioning of Anand Vihar Terminal
• Experience in vendor development and quality assurance at RDSO
• Involvement in station re-development projects and asset monetization
• Commissioning of the Gomti Nagar Station Development Project (Phase-1)
• Work with Rail Land Development Authority on strategic initiatives

Governance and Compliance Framework

The board meeting outcome highlights the unique governance challenges faced by Government Companies in balancing regulatory compliance with administrative constraints. IRCON's position underscores the complex interplay between corporate governance requirements and government appointment processes, particularly regarding Independent Director appointments.

The company secretary and compliance officer, Pratibha Aggarwal, formally communicated these decisions to both stock exchanges under letter reference IRCON/SECY/STEX/124, ensuring transparency in corporate disclosures as required under SEBI regulations. The communication was digitally signed and submitted in compliance with Regulation 30 of SEBI LODR Regulations, 2015.

IRCON International Limited has announced the appointment of statutory foreign branch auditors for FY 2025-26, following approval from the Comptroller and Auditor General of India (C&AG) on 13th January, 2026. The appointments cover the company's operations across four international locations, ensuring compliance with local audit requirements.

Auditor Appointments Across Four Countries

The C&AG has approved the appointment of auditors for IRCON's foreign branches in key operational markets. The appointments include both new appointments and re-appointments, reflecting the company's ongoing international presence.

Terms and Conditions

As per C&AG policy, auditors are appointed for a maximum period of three years. The appointments are subject to conditions available on the CAG's website, applicable under the local laws of respective countries. All appointments are effective from 13th January, 2026.

Auditor Profiles and Experience

Bangladesh - M/s K M Alam & Co.

K.M. Alam & Co, Chartered Accountants, is one of Bangladesh's oldest audit firms, established in 1967. The firm holds national ranking 'A' grade with over 59 years of professional experience in auditing, accounting, taxation, and financial management. The firm is listed with Bangladesh Securities and Exchange Commission and provides audit services to banks, non-banking financial institutions, and government organizations.

Sri Lanka - M/s Jayasinghe & Co.

Jayasinghe & Co., established in 1985, operates as a partnership with 7 partners supported by over 200 staff members. The firm is well recognized in the Sri Lankan accounting fraternity and became a full member of Russell Bedford International in 2022.

Algeria - Mr. Kerbal Athmane

Mr. Kerbal Athmane is a Comptable Agrée (Chartered Accountant) with Agrément N° 1765 from the Ministry of Finance, Algeria. He brings 16 years of experience in statutory audits of domestic and foreign companies. Notably, he previously served as Internal Auditor for IRCON projects from FY 2012-16 and as Branch Statutory Auditor for FY 2017-21.

Myanmar - M/s MyAsia Consulting Co. Ltd.

Incorporated in 2013, MyAsia Consulting Co. Ltd. has provided consulting services to over 400 local and foreign clients in Myanmar over the past decade. Their client base includes government departments, ministries, embassies, NGOs, and multinational corporations. The firm's management team brings collective experience of over 300 years, having worked with Fortune 500 companies and major corporate brands.

Regulatory Compliance

The appointment announcement was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure ensures transparency regarding changes in the company's auditor appointments across its international operations.