Shareholders meeting

(MR TSR $T IgH) (AT L65910DL1986601026363) iefiga Pratan: got R, §e e, T e, T e A, i e 3, % Rl- 110003 QEMI:+91-011- 24361480 £ info@irFfIEeC:. hcitposi.//iirfneco,in INDIAN RAILWAY FINANCE CORPORATION LTD. (A Government of India Enterprise) (CIN: L65910DL1986GO1026363) PR he ogd n. e :O f +fi 9c 1e -: 0 U 11G - F 2l 4oo 3r 6, 1 E 4a 8s 0t T Eo -w me ar i, l :N iB nC foC @i P rl fa cc .e c, o .B ih ni , sh Wa ebm s P ii tt ea :m ha th t M pa s:r /g /, i P rr fa eg .a ct oi . iV ni /h ar, Lodhi Road, New Delhi 110003 25t August 2026 No: IRFC/SE/2026-27/39 [ 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, | SM cu rm ib pa Si y- m 4 b0 o0 l :0 5 I1 R FC SM cu rim pb a Coi d - e4 :0 50 40 30 21 5 7 ] Sub: Proceedings of 39 Annual General Meeting of IRFC Limited held on 25t August 2026 Sir/ Madam, Pursuant to Regulation 30 and 51 oft he SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule 111 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and other applicable regulations, the proceedings of 39th Annual General Meeting of Indian Railway Finance Corporation Limited (IRFC) held on Tuesday, 25th August, 2026 at 03:30 P.M. (IST) through Video Conferencing (VC)/ Other Audio Visual *Means (OAVM) are enclosed. This is submitted for your information and record. Thanking You, For Indian Railway Finance Corporation Limited VIJAY BABULAL Digitally signed oy vuay BABULAL SHIRODE SHIRODE Dwal ;3§9260825|75406 (Vijay Babulal Shirode) Company Secretary & Compliance Officer Enclosure: As Above PROCEEDIN th ANNUAL GENERAL MEETING OF E F INDIAN W/ FINA| T AY, 25t T, T 03:30 P. ST) THR H VIDE! 'THER AUDIQ-V] NS (OAV] The 39 Annual General Meeting (AGM) of Indian Railway Finance Corporation Limited ("IRFC") was held on Tuesday, 25th August, 2026 at 03:30 PM. (IST), through Video Conferencing (VC)/Other Audio Visual Means (OAVM), in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Secretarial Standard - 2 on General Meetings issued by ICS], read with all applicable circulars issued by the Ministry of Corporate Affairs (“MCA") and Securities Exchange Board of India (“SEBI"), as amended from time to time. Following Directors were present: - 1. Shri Manoj Kumar Dubey, Chairman and Managing Director & CEO 2. Shri Ranjay Choudhary, Director (Finance) 3. Shri Abhishek Kumar, Govt Nominee Director 4. Shri Pradeep Ahlawat, Non-Official Independent Director; Chairman of Audit Committee & Stakeholders Relationship Committee 5. Ms. Manjula Mishra, Non-Official Independent Director, Chairman of Nomination & Remuneration Committee Shri Rahul Kapoor Presidential Nominee- ED (RM & PPP)/ Railway Board, Representative of the Hon’ble President of India was also present. Shri Vijay Babulal Shirode, Company Secretary was also in attendance. Further, the Representatives of M/s KGRS & Co. & M/s O P Totla & Co., (Joint Statutory Auditors), Ms. Parul Jain (Secretarial Auditor & Scrutinizer for the AGM), and Shri S P Gupta (representative of M/s Beetal Financial & Computer Services Pvt Ltd, Registrar & Share Transfer agent) had also joined the meeting through VC/OAVM. 134 Members were present in the meeting through Video Conferencing (VC)/Other Audit Visual Means (OAVM). The quorum as required under the Companies Act, 2013 was present throughout the meeting. In terms of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proceedings of 39th AGM of IRFC were as under: - At the outset, the Company Secretary welcomed the shareholders to the 39th AGM held through VC/OAVM. He confirmed that the requisite quorum for the meeting was present Thereafter, he introduced and welcomed the Chairman and Managing Director, other Directors present in the Meeting, Representative of President of India, Joint Statutory Auditor(s), Secretarial Auditor(s), Scrutinizer and requested Chairman and Managing Director to address the shareholders. Shri Manoj Kumar Dubey, Chairman and Managing Director took the Chair and welcomed all shareholders and others present in the Meeting. The requisite quorum being present, the Chairman and Managing Director called the Meeting to order, With the permission of the shareholders the Notice convening the Annual General Meeting, Directors' Report along with its Annexures, Auditors Report, ‘Nil' Comments of C&AG and, Secretarial Auditor Report were taken as read which were already circulated. The Chairman addressed the shareholders and presented his Chairman’s Speech, highlighting the Company’s key operational and financial achievements during FY 2025-26, business diversification initiatives, and the Company's strategic roadmap and growth prospects for the coming years. He highlighted the Company’s record performance during the year, including its highest-ever revenue, Profit After Tax, Net Worth, Assets Under Management and Earnings Per Share, while maintaining a zero-NPA position and strong financial fundamentals. Further, he expressed his sincere gratitude to the shareholders, Bondholders, customers, suppliers, lending institutions, employees and the Government of India for their continued support and association. He also appreciated the Board of Directors for their strategic guidance and the employees for their dedication and commitment. He extended his appreciation to the Comptroller and Auditor General of India (C&AG), the Statutory Auditors, the Secretarial Auditors, and the Internal Auditors for their valuable contributions. Thereafter, he requested the Company Secretary to explain the electronic voting procedure and agenda items. Company Secretary informed that the Company had provided the remote e-voting period which had commenced on Saturday, 22nd August 2026 at 9:00 AM (IST) and concluded on Monday, 24th August 2026 at 5:00 PM (IST) and this facility was made available to all the shareholders of the Company as on the cutoff date i.e,, Tuesday, 18th August, 2026. E-voting facility was kept open since start of the meeting and remained active for 15 minutes after the conclusion of the meeting to the shareholders who had not casted their votes earlier through remote e-voting. \é L65910DL 1986, 5\ 601026363 /.2 L Ms. Parul Jain representing M/s VAP &Associates, Practicing Company Secretaries had been appointed as the Scrutinizer for scrutiny of the votes cast through the remote e-voting platform and electronic voting during the AGM. The statutory registers and other documents referred to in the meeting were available for inspection online. Further, the proceedings of AGM will be hosted on the Company's website https://irfc.co.in/. Company Secretary read the items of Ordinary and Special Business contained in the Notice of the 39t AGM, as detailed below: - Item | Particulars ) Type of Resolutions| No ‘ ORDINARY BUSINESS 1. To receive, consider, approve and adopt the audited = Ordinary Resolution | | financial statements of the Company for the financial year ended 31st March 2026, along with the Reports of the Board of Directors and Auditors thereon and Comments | 1 of the Comptroller and Auditor General of India (CAG) | 2 Confirmation of payment of 1stand 2nd interim dividend | Ordinary Resolution Paid during the financial year 2025-26 3 Re-appointment of Ms. Laya Madduri (DIN:11704330) as | Ordinary Resolution a Nominee Director SPECIAL BUSSINESS 4 Appointment of Dr. Ranjay Choudhary (DIN:11796981) | Ordinary Resolution i as Director (Finance) on the Board Thereafter, the shareholders who had pre-registered themselves as 'Speakers' for the AGM, were invited to share their views with the management and ask questions. During the meeting 10 (Ten) registered speake [Showing first 8,000 characters — download PDF for full document]