Updates

giv ca rty i.Triit&trF fas quica iTffl a5T i3EFT) qfr3nfa L659i o DLi 986Goi0263 63) RE+#i-E6E¥aptfaTLE=L¥gBT¥unT7,'rfeT£Pwands,T€en-iiun INDIAN RAILWAY FINANCE CORPORATION LTD. (A Govei.nment of Iiid ia linterprise) (CIN: L65910DL1986G01026363) Rcgd. Office: UG Floor, East Tower, NBCC Place, Bhisham Pitamah Marg, Pragati VihaT, Lodhi Road, New Dcll`i -110003 Phoi`e: +91 I)11-24361480 E-mail: info@irfi`.co.ill, Website: h ttps./ / irfc.co.in/ No: IRFC/SE/2026-27/24 22nd July, 2026 National Stock Exchange of India Limited BSE Limited Listing department, Exchange Plaza, Listing Dept/Dept of Corporate Services, Bandra- Kurla Complex, Bandra (E) P| Towers, Dalal Street, Mumbai-400 051 Mumbai -400 001 Scrip Symbol: IRFC Scrip Code: 543257 Sir/ Madam, This is with reference to NSE Letter and BSE Email dated 27th May 2026, regarding non-compliance with the requirements pertaining to the composition of the Board and constitution of committees namely Audit and Nomination and Remuneration for the quarter ended 31st March 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/2026.27/17 dated 27th May 2026. As advised by the Exchanges, the aforesaid matter of non-compliance was placed before the Board in its meeting held on 30th |une, 2026 wherein the Board deliberated and noted the position of non- compliances with respect to the composition of the Board and constitution of committees namely Audit and Nominatlon and Remuneration 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 (including one-Women 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 informatlon and record. Thanking You, For Indian Railway Finance Corporation Limited (Vijay Babulal Shirode) Company Secretary & Compliance Off)cer Enc|:NSELetterandBSEEmaildated27thMay2026Of NSE/LIST-SOP/COMB/FINES/0611 May 27, 2026 The Company Secretary Indian Railway Finance Corporation Limited Dear Sir/Madam, Subject: Notice for non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Your attention is drawn towards SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 (“Master Circular”) issued on July 11, 2023 and last updated on January 30, 2026 (hereinafter referred to as "Master Circular"), specifying Standard Operating Procedure for imposing fines and suspension of trading in case of non-compliance with the Listing Regulations. On verification of the Exchange records, it has been observed that your Company has not complied/delayed complied with certain Listing Regulation(s). The details of non-compliance(s)/delayed compliance(s), total fine payable by your Company and the particulars about manner in which fine should be remitted to the Exchange is enclosed as Annexure. You are requested to ensure compliance with respective regulation(s) and make the payment of fines within 15 days from the date of this notice. The Company upon receipt of this review notice, may file the waiver request. Below are the parameters for filing the application for waiver: a) Waiver applications sent via mail is not considered. The Company is requested to submit waiver application on the below mentioned path: NEAPS>>Compliance>>Fine Waiver>>Waiver Request. b) Detailed submission indicating reasons for waiver, mentioning whether it intends to seek personal hearing before the concerned Committee. c) Further, compliance is a pre-requisite for applying for waiver. Thus, waiver application of the non-complied Companies will not be processed without achieving the compliance. d) In case the Company is non-complaint under multiple regulations, the Company is advised to file a single application mentioning the details of all the respective regulations and quarters for which the Company intends to apply for waiver. e) Non-refundable Processing fees for an amount of Rs.10,000 plus 18% GST to be paid to the designated Exchange, (as segregated between the Exchanges as per the policy for waiver of fines) only if the fine amount is more than Rs. 5,000/- exclusive of GST. This Document is Digitally Signed by Sonam Yadav Wed, May 27, 2026 20:30:58 IST However, before filing an application for waiver of fines, you are requested to refer to the below policy available on the Exchange’s website. For ready reference you may refer below link: Policy on processing of waiver application: https://nsearchives.nseindia.com//web/circular/2026- 01/Policy_for_waiver_of_fines_Final1_20260113193131.pdf Further, as per Master Circular, your Company is also required to ensure that the said non-compliance which has been identified by the Exchange and subsequent action taken by the Exchange in this regard shall be placed before the Board in the next Board Meeting and comments made by the Board shall be duly informed to the Exchange at the below mentioned path in NEAPS portal along with this letter for dissemination having the announcement text as 'Board comments on fine levied by the Exchange'. Path: NEAPS > COMPLIANCE > Announcements > Announcements/ CA (Subject: Updates) In case of any clarification, you may send an email on listingsop@nse.co.in or contact any of the below mentioned Exchange Officers from Listing Compliance Department: Ms. Madhu Kadam Ms. Harshita Chaubal Ms. Duhita Dhure Ms. Suman Lahoti Ms. Chanchal Daga (Waiver request) Ms. Sweety Mamodia (Waiver request) Yours faithfully, For National Stock Exchange of India Limited Sonam Yadav Manager This Document is Digitally Signed by Sonam Yadav Wed, May 27, 2026 20:30:58 IST Annexure Fine amount per day No. of days of non- Fine Regulation Quarter (Rs.) / Fine amount per compliance / No. of amount instance (Rs.) instance(s) (Rs.) REGULATION 31-Mar- 5000 90 450000 17(1) 2026 REGULATION 31-Mar- 2000 90 180000 18(1) 2026 REGULATION 31-Mar- 2000 90 180000 19(1)/19(2) 2026 Total Fine 810000 GST @18% 145800 Total Fine Payable (Inclusive of GST) 955800* * In case the Company is non-compliant as on the date of this letter then fine amount will keep on increasing every day till the date compliance is achieved. Notes: • If the fine amount is paid before receipt of this letter then inform the Exchange accordingly. • Please update the payment details on below mentioned path: NEAPS > Payment > SOP Fine Payment. • The above payment may be made vide RTGS / NEFT / Net Banking favouring 'National Stock Exchange of India Limited'. The bank details towards the payment of fine are as follows: BENEFICIARY NATIONAL STOCK EXCHANGE OF INDIA LIMITED NAME BANK NAME IDBI BANK LTD Please refer Unique Account Code used for making Annual Listing A/C NO fees to the Exchange BRANCH BANDRA KURLA COMPLEX, MUMBAI RTGS/IFSC CODE IBKL0001000 • The fine paid as mentioned above will be credited to IPFT as envisaged in the circular. This Document is Digitally Signed by Sonam Yadav Wed, May 27, 2026 20:30:58 IST 7/21/26, 4:49 PM Mail - Investors - Outlook Outlook 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 las [Showing first 8,000 characters — download PDF for full document]