RailTel Fined ₹28.08 Lakh for Board Composition Non-Compliance in Q4FY25

New Delhi, June 1, 2025 — RailTel Corporation of India Ltd. (NSE: RAILTEL | BSE: 543265), a Navratna PSU under the Ministry of Railways, has disclosed that both the BSE and NSE have imposed penalties of ₹14.04 lakh each (inclusive of GST), totaling ₹28.08 lakh, for non-compliance with SEBI Listing Regulations related to board and committee composition during the quarter ended March 31, 2025.

Violation Details

The fines were levied for non-adherence to the following SEBI (LODR) Regulations:

• Regulation 17(1), 17(2A): Board Composition
• Regulation 18(1): Audit Committee
• Regulation 19(1)/(2): Nomination and Remuneration Committee
• Regulation 20(2)/(2A): Stakeholders Relationship Committee
• Regulation 21(2): Risk Management Committee

These breaches pertained to the composition of the company’s Board and its key committees.

RailTel’s Response

RailTel clarified that the non-compliance was beyond its control, citing its status as a Government Company under Section 2(45) of the Companies Act, 2013. As per its Articles of Association, the appointment of Directors, including Independent and Woman Independent Directors, lies solely with the President of India through the Ministry of Railways.

The company noted that it has consistently requested the Ministry to appoint the requisite number of Independent Directors to meet SEBI norms. Some progress was made recently:

• Dr. Subhash Sharma was re-appointed as Independent Director effective April 15, 2025.
• Smt. Asha Sharma was appointed as Independent Director effective May 13, 2025.

These appointments were communicated to stock exchanges in April and May, respectively.

Regulatory Communications

• The BSE sent the penalty intimation via email dated May 29, 2025, under SEBI’s Master Circular on penal actions.
• The NSE issued its communication through letter no. NSE/LIST-SOP/COMB/FINES/0607 also dated May 29, 2025.

Financial and Operational Impact

According to RailTel, the penalties have no material impact on its financials or operations.

About RailTel

RailTel Corporation is a leading ICT provider and one of the largest neutral telecom infrastructure providers in India, wholly owned by the Government of India. It has been designated a “Navratna” company, reflecting its strategic importance.

The company continues to remain in compliance with regulatory expectations and is actively coordinating with the Ministry of Railways to align board composition with SEBI guidelines.

REF:https://nsearchives.nseindia.com/corporate/RAILTEL_31052025232447_Intimation_Penalty.pdf

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