Indian Railway Finance Corporation Limited has formally addressed the fines imposed by stock exchanges for non-compliance with board composition requirements, with the company's board deliberating on the matter and seeking resolution through appropriate channels.

Board Meeting Deliberations

The company's board convened on December 18, 2025, to address the non-compliance matter raised by NSE and BSE through their communications dated November 28, 2025. The exchanges had imposed fines on the company for failing to meet board composition requirements and committee constitution norms as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company's Response Strategy

The board has adopted a multi-pronged approach to address the compliance issue. The directors have decided to follow up with the Ministry of Railways (MoR), the appointing authority, to expedite the appointment of the requisite number of Independent Directors, including women Independent Directors, on IRFC's board.

Simultaneously, the company has requested both NSE and BSE to waive the imposed fines, emphasizing that director appointments are beyond the company's direct control. The board noted that similar fine waivers had been granted by the exchanges in earlier instances of non-compliance for the period from March 2021 to December 2021.

Regulatory Framework Constraints

As a Government company, IRFC operates under specific regulatory constraints regarding board appointments. The power to appoint directors vests with the President of India through the administrative ministry, specifically the Ministry of Railways. This structural arrangement limits the company's direct control over board composition and timing of director appointments.

Previous Precedent

The company has highlighted that stock exchanges have previously shown understanding of similar situations. Both NSE and BSE had waived fines imposed on IRFC for comparable non-compliance issues during March 2021 to December 2021, recognizing the company's limited control over director appointments due to its government enterprise status.

Current Status

IRFC has formally communicated its position to both exchanges through letter No: IRFC/SE/2025-26/77 dated January 13, 2026. The company continues to work with the Ministry of Railways to ensure timely appointment of required directors while awaiting the exchanges' decision on the fine waiver request. The matter remains under active consideration as the company seeks to achieve full compliance with SEBI LODR Regulations.

Indian Railway Finance Corporation Limited has announced a conference call with analysts and investors to discuss its Q3FY26 unaudited financial results. The call is scheduled for January 20, 2026 at 11:00 AM IST, providing stakeholders an opportunity to review the company's performance for the quarter and nine months ended December 31, 2025.

Conference Call Details

The earnings call has been organized in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. PhillipCapital India Private Limited will facilitate the conference call, which will cover both quarterly and nine-month financial performance.

Key Participants

The conference call will be led by senior management representatives from IRFC, ensuring comprehensive coverage of the company's financial performance and strategic developments.

Senior Management Speakers:

• Shri Manoj Kumar Dubey – Chairman and MD & CEO
• Shri Randhir Sahay – Director (Finance) & CFO

Access Information

The company has provided multiple access options for participants, including both universal dial-in numbers and toll-free options for international participants. A DiamondPass express join option is available for immediate access without wait time.

Primary Access Numbers:

• Universal Numbers: 91-22-6280 1143 / 7115 8044
• USA Toll Free: 18667462133
• UK Toll Free: 08081011573
• Singapore Toll Free: 8001012045
• Hong Kong Toll Free: 800964448

Regulatory Compliance

The announcement was made through official communication to both NSE and BSE, with IRFC trading under symbol 'IRFC' on NSE and scrip code '543257' on BSE. The company has indicated that the schedule may be subject to changes in case of exigencies.

PhillipCapital India has confirmed that the call proceedings will be recorded, participant details will be shared with the corporate, and all necessary regulatory disclosures will be made on stock exchanges as required. The call represents part of IRFC's commitment to maintaining transparency and following best governance practices in its investor communications.