IRCON International Limited has been penalized by both the NSE and BSE for non-compliance regarding the composition of its Board and committees for the quarter ending December 31, 2025. Each exchange levied a fine of ₹9,77,040 (including GST). IRCON clarified that as a Government company, the power to appoint Directors, including Independent Directors, rests solely with the President of India through the Ministry of Railways (MoR), and the company has continuously requested the MoR for the required appointments.
Regulatory Penalty Confirmed
IRCON International Limited hereby discloses the imposition of financial penalties by the stock exchanges for non-adherence to specific corporate governance norms during the quarter ended 31st December, 2025. The National Stock Exchange of India (NSE) and the BSE Limited (BSE) have each imposed a fine of Rs. 9,77,040/- (inclusive of GST) on the Company.
Basis of Non-Compliance
The penalties stem from the Company’s inability to meet the requirements concerning the composition of the Board and its respective committees, specifically citing breaches related to regulations 17(1), 18(1), and 19(1)/19(2) during the specified quarter.
Company Stance on Appointments
IRCON has formally communicated its position to both exchanges. As a Government company under the Companies Act, 2013, the authority to appoint all Directors, including Independent Directors and Woman Directors, is vested with the President of India, exercised through the Ministry of Railways (MoR). IRCON asserts it has no operational role in these appointments, noting that it has been persistently requesting the MoR to nominate the requisite number of Independent Directors to achieve full compliance.
Financial Impact and Contingency
The management confirms that this imposition of fines has no material impact on the Company’s ongoing financial, operational, or other business activities. Nevertheless, the liability has been classified as a “contingent liability” within the financial statements. The announcement also notes that upon the eventual appointment of the necessary Directors by the MoR, the Company anticipates eligibility for a waiver of the fines, citing precedent from earlier instances where waivers were granted upon achieving compliance.
The event date relating to the imposition of the fine is recorded as 27th February, 2026, at 1743 Hrs.
Source: BSE
