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gil RE FTgiv q.TUT<¥Ii fas t.iRE tTREiT ffl GtlTT; fflctTtr L659ioDLi986G01026363] fty55TqfFT:TptRfr{,tech,T±taH,tThfflFTth',FTTRfrFT,chthds,i€RE_110003 Frm:+91-011-24361480 €-fu: info@irfc.co.in.aitTTF: httDs://irfc.co.in INDIAN RAILWAY FINANCE CORPORATION LTD. (A Government of India Enterprise) (CIN: L65910DL1986G01026363) Regd. Office: UG Floor, East Tower, NBCC Place, Bhisham Pitamali Marg, Pragati Vihar, Lodhi Road, New Delhi -110003 Phone: +91-011-24361480 E-mail: info@irfc.co.in, Website: https:// irfc.co.in/ No: IRFC/SE/2026-27/48 30th september 2026 National Stock Exchange of India Limited BSE Limited Listing department, Exchange Plaza, Listing Dept / Dept of Corporate Services, Bandra- Kurla Complex, Bandra (E) PJ Towers, Dalal Street, Mumbai-400 051 Mumbai -400 001 Scrip Symbol: IRFC Scrip Code: 543257 §±±b: Board Comments on Fine levied bv the Exchanges Sir/Madam, This is with reference to NSE Letter and BSE Email dated 25th August, 2026, regarding non-compliance with the requirements pertaining to composition of the Board, quorum of Board meetings, constitution of committees namely Audit, Nomination and Remuneration, Stakeholder Relationship, and Risk Management for the quarter ended 30th )une 2026 as stipulated under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and imposing fine on the Company for the same. The same was intimated vide our letter No: IRFC/SE/2026-27/42 dated 26th August 2026. As advised by the Exchanges, the aforesaid matter of non-compliance was placed before the Board in its meeting held on 07th September 2026 wherein the Board deliberated and noted the position of non- compliances with respect to the composition of the Board, quorum of Board meetings, constitution of committees namely Audit, Nomination and Remuneration, Stakeholder Relationship, and Risk Management and the fine imposed by the Exchanges. In this regard, the Board desired that follow-up be made with the appointing authority i.e. Ministry of Railways (MOR), to expedite the appointment of requisite number of Independent Directors on the Board of IRFC. The Board also noted that the stock exchanges have been requested to waive the fine imposed on the Company, as the matter of appointment of Directors is beyond the control of the Company. Board further noted that, in earlier instances of non-compliance of similar nature, NSE & BSE had already waived fine imposed on Company on the similar ground for the period of March 2021 to December 2025. Furthermore, IRFC being a Government Company, the power to appoint Directors vests with the President of India through administrative ministry i.e., Ministry of Railways (MOR) and Company has no control in the appointment of Directors on its Board. This is submitted for your information and record. Thanking You, For Indian Railway Finance Corporation Limited Vijay Babulal Shirode (Company Secretary & Compliance Officer) Enc|:BSEEmailandNSELetterdated25thAu8ust2°26giv Investors From: bse.soplodr <bse.soplodr@bseindia.com> Sent: 25 August 2026 19:09 To: Investors; Investors; Vijay Shirode Cc: bse.soplodr Subject: External - 543257-Fines as per SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 issued on July 11, 2023 and last updated on January 30,2026 (Chapter VII (A)-Penal Action for Non-Compliance) CAUTION: This email originated from outside of the organization. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Ref.: SOP-CReview/ QTR-Jun-26 The Company Secretary/Compliance Officer Company Name: Indian Railway Finance Corporation Ltd Scrip Code: 543257 Dear Sir/Madam, Sub: Fines as per SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 and last updated on January 30,2026 (Chapter VII (A)-Penal Action for Non-Compliance). The company is advised to refer to the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 and last updated on January 30,2026 issued by Securities and Exchange Board of India (SEBI) with respect to penal actions prescribed for non-compliance of certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities of listed entities. The Exchange had also issued a guidance note regarding the provisions of the said SEBI circular which is disseminated on the Exchange website at the following link: https://www.bseindia.com/downloads1/Guidance_Note_for_SEBI_SOP_Circular.pdf In this regard it is observed that the company is non-compliant/late compliant with the following Regulations for the period mentioned below: Applicable Regulation of Fine Fines levied till the Fine payable by the company as on August 25,2026 SEBI (LODR) Regulations, prescribed quarter ended (inclusive of GST @ 18 %) 2015 Basic Fine GST @ 18 % Total Fine Regulation 17(1) Rs. 5,000 June 2026 455000 81900 Non-compliance with the per day requirements pertaining to the composition of the Board including failure to appoint woman director Regulation 17(1A) Rs. 2,000 June 2026 0 0 Non-compliance with the per day requirements pertaining to appointment or continuation of Non- executive director who has attained the age of seventy-five years Regulation 17(2) Rs. 10,000 June 2026 0 0 Non-compliance with the per requirements pertaining to instance the number of Board meetings Regulation 17(2A) Rs. 10,000 June 2026 40000 7200 Non-compliance with the per requirements pertaining to instance quorum of Board meetings. Regulation 18(1) Rs. 2,000 June 2026 182000 32760 Non-compliance with the per day constitution of audit committee Regulation 19(1)/ 19(2) Rs. 2,000 June 2026 182000 32760 Non-compliance with the per day constitution of nomination and remuneration committee Regulation 20(2)/(2A) Rs. 2,000/- June 2026 152000 27360 Non-compliance with the per day constitution of stakeholder relationship committee Regulation 21(2) Rs. 2,000/- June 2026 152000 27360 Non-compliance with the per day Constitution of risk management committee Regulation 27(2) *Rs. June 2026 0 0 2,000/- per Non-submission of the day (-) Corporate governance compliance report within the period provided under this regulation Total 1163000 209340 (*) As per the provisions of the circular the fines will continue to be computed further till the time of rectification of the non-compliance to the satisfaction of the Exchange or till the scrip of the listed entity is suspended from trading for non-compliance with aforesaid provisions. The Company is therefore advised to note that as per the provisions of this circular:  The company is required to ensure compliance with above regulation and ensure to pay the aforesaid fines including GST within 15 days from the date of this letter/email, failing which Exchange shall, pursuant to the provisions of the aforesaid circular, initiate action related to freezing of the entire shareholding of the promoter in this entity as well as all other securities held in the demat account of the promoter.  Further in the event of this being the second consecutive quarter of non-compliance for the Regulation 17(1), 18(1), 27(2) would result in the company being transferred to Z group and liable for suspension of trading of its equity shares.  The company is also advised to ensure that the subject matter of non-compliance which has been identified and indicated by the Exchange and any subsequent action taken by the Exchange in this regard shall be placed before the Board of Directors of the company in its next meeting. Comments made by the board shall be duly informed to the Exchange for dissemination. For the Companies to whom Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable, a certificate from the Company Secretary/Compliance Officer of the company, certifying that Paid up e [Showing first 8,000 characters — download PDF for full document]