General information about company |
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|---|---|
| Scrip Code | 541956 |
| NSE Symbol | IRCON |
| MSEI Symbol | NOTLISTED |
| ISIN | INE962Y01021 |
| Name of the entity | Ircon International Limited |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | Ircon Bhoj Morbe Expressway Limited, is special purpose Vehicle (SPV) formed by IRCON under the Companies Act, 2013 (as wholly owned subsidiaries) for execution of Road & Highway Projects of National Highways Authority of India (NHAI). During the quarter ended March, 2026, IRCON has made investment of Rs.5.98 Crore in Ircon Bhoj Morbe Expressway Limited, as per the progress of the PPP project. As 100% equity is held by IRCON, there is no percentage change in holding of IRCON as at the end of period Q3 for FY 2025-26 and Q4 for FY 2025-26, accordingly, the disclosure requirement is not applicable to the Company. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No |
| Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity | NIL |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 500 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | COMI00208 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
Annexure I |
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| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | As on 31.03.2026, the total strength of BoD is 7 directors comprising 4 Functional Directors and 2 Government Nominee Directors and 1 Independent Director. The Company being a Govt. Company, the appointment of Independent Directors is made by Ministry of Railways, Govt. of India and the IRCON has no role to play in the appointment of any Director including Independent Directors/Woman Director unless nominated by the Government of India. IRCON has been continuously requesting MoR for the appointment of requisite number of Independent Directors (including Woman Independent Director) on the Board of the Company. | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | Hari Mohan Gupta | 08453476 | Executive Director | Chairperson | CEO-MD | 01-Jul-1966 | No | Active | NA | 01-Jul-2024 | 1 | 0 | 0 | 0 | |||||||||||
| 2 | Mrs. | Ragini Advani | 09575213 | Executive Director | Not Applicable | 15-Feb-1975 | No | Active | NA | 19-Apr-2022 | 1 | 0 | 2 | 1 | ||||||||||||
| 3 | Mr. | Ajit Kumar Mishra | 11108237 | Executive Director | Not Applicable | 04-Apr-1973 | No | Active | NA | 15-May-2025 | 1 | 0 | 0 | 0 | ||||||||||||
| 4 | Mr. | Sudhir Singh | 11288339 | Executive Director | Not Applicable | 22-Feb-1977 | No | Inactive | NA | 02-Jan-2026 | 13-Feb-2026 | 0 | 0 | 0 | 0 | Others | ||||||||||
| 5 | Mr. | Rajesh Naik | 11543707 | Executive Director | Not Applicable | 20-May-1970 | No | Active | NA | 13-Feb-2026 | 1 | 0 | 0 | 0 | ||||||||||||
| 6 | Mr. | Anupum Singh | 10637375 | Non-Executive - Nominee Director | Not Applicable | 31-May-1975 | No | Active | NA | 06-Nov-2024 | 1 | 0 | 1 | 0 | ||||||||||||
| 7 | Mr. | Anand Bhatia | 10937265 | Non-Executive - Nominee Director | Not Applicable | 05-Apr-1967 | No | Active | NA | 04-Feb-2025 | 1 | 0 | 2 | 1 | ||||||||||||
| 8 | Mr. | Varadharajan T | 08556664 | Non-Executive - Independent Director | Not Applicable | 17-Nov-1978 | No | Active | NA | 15-May-2025 | 15-May-2025 | 10.16 | 1 | 1 | 2 | 1 | ||||||||||
Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | .The Composition of Audit and Nomination & Remuneration Committee is not in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, due to not having sufficient number of Independent Directors on the Board of IRCON. The Company being a Govt. Company, the appointment of Independent Directors is made by Ministry of Railways, Govt. of India and the IRCON has no role to play in the appointment of any Director including Independent Directors/Woman Director unless nominated by the Government of India. IRCON has been continuously requesting MoR for the appointment of requisite number of Independent Directors (including Woman Independent Director) on the Board of the Company. |
Audit Committee Details |
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|---|---|
| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 08556664 | Varadharajan T | Non-Executive - Independent Director | Chairperson | 15-May-2025 | ||
| 2 | 10637375 | Anupum Singh | Non-Executive - Nominee Director | Member | 09-Nov-2024 | ||
| 3 | 10937265 | Anand Bhatia | Non-Executive - Nominee Director | Member | 15-May-2025 |
Nomination and remuneration committee |
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|---|---|
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 08556664 | Varadharajan T | Non-Executive - Independent Director | Chairperson | 15-May-2025 | ||
| 2 | 10637375 | Anupum Singh | Non-Executive - Nominee Director | Member | 09-Nov-2024 | ||
| 3 | 10937265 | Anand Bhatia | Non-Executive - Nominee Director | Member | 15-May-2025 |
Stakeholders Relationship Committee |
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|---|---|---|
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 10937265 | Anand Bhatia | Non-Executive - Nominee Director | Chairperson | 04-Feb-2025 | ||
| 2 | 09575213 | Ragini Advani | Executive Director | Member | 27-May-2022 | ||
| 3 | 08556664 | Varadharajan T | Non-Executive - Independent Director | Member | 15-May-2025 |
Risk Management Committee |
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|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 11108237 | Ajit Kumar Mishra | ED | Member | 15-May-2025 | 03-Feb-2026 | |
| 2 | 09575213 | Ragini Advani | ED | Member | 27-May-2022 | ||
| 3 | 08556664 | Varadharajan T | ID | Member | 15-May-2025 | ||
| 4 | 11108237 | Ajit Kumar Mishra | ED | Chairperson | 03-Feb-2026 | ||
| 5 | 11288339 | Sudhir Singh | ED | Member | 03-Feb-2026 | 13-Feb-2026 | |
| 6 | 11543707 | Rajesh Naik | ED | Member | 13-Feb-2026 |
Annexure 1 |
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| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 17-Oct-2025 | Yes | 7 | 6 | 1 | |||
| 2 | 12-Nov-2025 | 25 | Yes | 7 | 7 | 1 | ||
| 3 | 03-Feb-2026 | 82 | Yes | 7 | 7 | 1 | ||
| 4 | 11-Feb-2026 | 7 | Yes | 7 | 6 | 1 | ||
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|---|---|
| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | The requirement of quorum of Audit committee meeting as per SEBI (LODR) could not be met due to insufficent number of Independent Directors. IRCON, being a Government Company, all Directors in IRCON are appointed by the Government of India through its Administrative Ministry i.e., Ministry of Railways (MoR) and IRCON has no role to play in the appointment of any Director including Independent Directors/Woman Director unless nominated by the Government of India. IRCON has been continuously requesting MoR for the appointment of requisite number of Independent Directors (including Woman Independent Director) on the Board of the Company. | |||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 17-Oct-2025 | Yes | 3 | 2 | 1 | 0 | |||
| 2 | Audit Committee | 12-Nov-2025 | 25 | Yes | 3 | 3 | 1 | 0 | ||
| 3 | Audit Committee | 11-Feb-2026 | 90 | Yes | 3 | 2 | 1 | 0 | ||
| 4 | Nomination and remuneration committee | 17-Oct-2025 | Yes | 3 | 2 | 1 | 0 | |||
| 5 | Nomination and remuneration committee | 11-Feb-2026 | 116 | Yes | 3 | 2 | 1 | 0 | ||
Annexure 1 |
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| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | No |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | No |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | For Point No.1 As on 31.03.2026, the total strength of BoD is 7 directors comprising 4 Functional Directors and 2 Government Nominee Directors and 1 Independent Director. IRCON, being a Government Company, all Directors in IRCON are appointed by the Government of India through its Administrative Ministry i.e., Ministry of Railways (MoR) and IRCON has no role to play in the appointment of any Director including Independent Directors/Woman Director unless nominated by the Government of India. IRCON has been continuously requesting MoR for the appointment of requisite number of Independent Directors (including Woman Independent Director) on the Board of the Company, thus the composition of BoD are not in compliance. Further, For Point No.2 and 3 Due to absence of sufficient number of Independent Directors on the Board of the Company, as mentioned above, the composition of Audit Committee and Nomination & Remuneration Committee, are not in compliance. The Company being a Government Company has no role in the matter. Further, Point No. 7 During the quarter, the Board Meetings were conducted in compliance with the provisions of SEBI (LODR) Regulations, 2015. However, due to the non-availability of the sufficient number of Independent Directors on the Board of IRCON, as mentioned above, the Audit Committee Meeting was not conducted in line with the quorum requirements under the provisions of SEBI (LODR) Regulations, 2015. The Company being a Government Company has no role in the matter. |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | Pratibha Aggarwal |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
|---|---|---|---|---|
| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://www.ircon.org/company/about-us | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://ircon.org/sites/default/files/2025-09/MOAAOA.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://www.ircon.org/company/board-directors, https://www.ircon.org/investor-relations/directorship-and-full-time-position | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://www.ircon.org/sites/default/files/2025-06/T%20%26%20C%20for%20Appointment%20of%20Independent%20%20Directors.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://www.ircon.org/investor-relations/board-committee | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.ircon.org/sites/default/files/2025-02/CODE_OF_BUSINESS_CONDUCT_AND_ETHICS_FOR_BOARD_MEMBERS_AND_SENIOR_MANAGEMENT.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://www.ircon.org/sites/default/files/2025-02/Whistle-Blower-Policy.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://www.ircon.org/sites/default/files/2025-08/IRCON_Annual_Report_2024_25_Web.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.ircon.org/sites/default/files/2025-02/RPTPolicyFinal16012025.pdf | |
| 8 | Policy for determining material subsidiaries | Yes | https://www.ircon.org/sites/default/files/2025-02/Policy-on-Material-SubsidiariesFinal15012025.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://www.ircon.org/sites/default/files/2026-04/Details_of_Familiarization_Programme_for_Directors.pdf | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.ircon.org/investors-contact | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://www.ircon.org/investors-contact | |
| 12 | Financial results | Yes | https://www.ircon.org/investor-relations/financial-reporting/quarterly-reports | |
| 13 | Shareholding pattern | Yes | https://www.ircon.org/investor-relations/shareholders-pattern | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://www.ircon.org/Investor-Relations/presentation-and-earning-calls | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://www.ircon.org/Investor-Relations/presentation-and-earning-calls | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://www.ircon.org/investor-relations/notices-and-other-announcements/other-announcements | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://www.ircon.org/credit-rating | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | https://www.ircon.org/company/subsidiaries-and-group-companies | |
| 20 | Secretarial compliance report | Yes | https://www.ircon.org/investor-relations/annual-secretarial-compliance-report | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://www.ircon.org/sites/default/files/2025-02/Policy_on_Disclosure_of_Material_Events_Final_27012025.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://www.ircon.org/investors-contact | |
| 23 | Disclosures under regulation 30(8) | Yes | https://www.ircon.org/investor-relations/notices-and-other-announcements/other-announcements | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://www.ircon.org/sites/default/files/2025-02/Dividend%20Distribution%20Policy.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://www.ircon.org/investor-relations/financial-reporting/annual-return | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://www.ircon.org/ | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://www.ircon.org/ | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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|---|---|---|---|---|
| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | No | As on 31.03.2026, the total strength of BoD is 7 directors comprising 4 Functional Directors and 2 Government Nominee Directors and 1 Independent Director. IRCON, being a Government Company, all Directors in IRCON are appointed by the Government of India through its Administrative Ministry i.e., Ministry of Railways (“MoR”) and IRCON has no role to play in the appointment of any Director including Independent Directors/Woman Director unless nominated by the Government of India. IRCON has been continuously requesting MoR for the appointment of requisite number of Independent Directors (including Woman Independent Director) on the Board of the Company, thus the composition of BoD are not in compliance. |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | NA | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | No | The composition of the Audit Committee as on 31st March, 2026 was comprising of one Independent Director (appointed on the Board w.e.f. 15th May, 2025, pursuant to order of Ministry of Railways) and two Govt. Nominee (part-time official) directors on the Board of IRCON. The composition was in compliance upto 07.11.2024. However, consequent upon end of tenure of three Independent Directors on 8th November, 2024 and one Independent Director on 28.12.2024, the Audit Committee was not having requisite no. of Independent Directors. In this regard, the Company, being a Govt. Company, has been continuously following up with the Ministry of Railways for appointment of requisite no. of Independent Directors. |
| 16 | Meeting of Audit Committee | 18(2) | No | The quorum for a meeting of the Audit Committee Meeting is not complied due to non-availability of suficient number of Independent Directors. |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | No | The composition of NRC as on 31st March, 2026 was comprising of one Independent Director (appointed on the Board w.e.f. 15th May, 2025, pursuant to order of Ministry of Railways) and two Govt. Nominee (part-time official) Directors on the Board of IRCON. The composition of the Nomination and Remuneration Committee was in compliance upto 7th November, 2024. However, consequent upon the end of the tenure of three Independent Directors on the Board of IRCON on 8th November,2024 and one Independent Director on 28.12.2024, the Nomination and Remuneration Committee was not having requisite no. of Independent Directors. The Company, being a Govt. Company, has been continuously requesting Ministry of Railways for appointment of sufficient number of Independent Directors on the Board of the Company. |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | No | In FY 2025-26, the Board was having only one Independent Director, appointed w.e.f. 15th May, 2025, pursuant to the order of Ministry of Railways. |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | ||
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | Pratibha Aggarwal |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus") | ||
| Name | |||
| Designation | |||
| Place | |||
| Date | |||
Signatory Details |
|
|---|---|
| Name of signatory | Pratibha Aggarwal |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 28-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 0 |
| No. of investor complaints disposed off during the Quarter | 0 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | National Stock Exchange of India Limited | Fine | 27-Feb-2026 | National Stock Exchange of India Limited vide their email dated 27th February, 2026 have levied fine of Rs. 9,77,040/- each (incl. GST) on the Company for the non-compliance with Regulation 17(1), 18(1) and 19(1)/19(2) i.e. non-compliance for the composition of the Board and its committees for the quarter ended 31st December, 2025. | The fine imposed on the Company has no impact on the financial, operation or other activities of the Company. However, the Company has identified the same under “contingent liability” in the financial statements of the Company. On attaining compliance with the above Regulations of SEBI (LODR) upon appointment of the requisite number of Directors by MoR, the Company will be eligible for the waiver of fines as per the SEBI’s policy for exemption of fines. It may be noted that in earlier instances of non-compliance, NSE & BSE had already waived off fine imposed on the Company upon attaining the requisite compliances. |
| 2 | BSE Limited | Fine | 27-Feb-2026 | BSE Limited vide their email dated 27th February, 2026 have levied fine of Rs. 9,77,040/- each (incl. GST) on the Company for the non-compliance with Regulation 17(1), 18(1) and 19(1)/19(2) i.e. non-compliance for the composition of the Board and its committees for the quarter ended 31st December, 2025. | Same as above |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | The state of Bihar & Anr. | 21-Apr-2018 | The hearing before the Patna High Court pertaining to the Ganga Bridge Project executed by IRCON, has concluded in December 2025. The Patna High court has issued the order dated: 25.02.26 whereby they had rejected IRCON petition and upheld the orders of the assessing authority Thereby confirming the demand. Out of the above demand of Rs.108.75 an amount of Rs. 27.39 Crore has already been deposited by IRCON, Net demand is of Rs. 81.36 and up to date interest calculation are yet to be made by the VAT department. IRCON has preferred an SLP (Special Leave Petition) before the Supreme Court. The matter came up for hearing before the Supreme Court on 16.03.2026 and the SC issued notice to the VAT department and has granted stay in the matter to IRCON against the recovery of the demand till the disposal of the petition | The matter is subjudice before the Supreme Court and next date of hearing is 24th April 2026. | |
| 2 | Commercial Trade Tax, Uttar Pradesh, Lucknow | 12-Oct-2023 | The matter pertainig the Railway Coach Factory (RCF) Raibareli VAT case for the year 2014-15, is sub – judice before the Lucknow bench of Allahabad High Court. | The matter is subjudice before Lucknow Bench of Allahabad High Court and the next date of hearing is not scheduled as on date. | |