The President of India, acting through the Ministry of Railways (the Promoter), has announced a proposed Offer for Sale (OFS) of 26,13,70,120 Equity Shares in Indian Railway Finance Corporation Limited (IRFC). This represents 2% of the total paid-up equity share capital. The sale will occur on February 25 and 26, 2026 (T and T+1 days), with a Floor Price set at ₹104.00 per share. There is an option to issue an additional 2% stake via an Oversubscription Option.
IRFC Promoter Announces Share Sale via OFS
The President of India, represented by the Ministry of Railways (the Promoter and the “Seller”), has announced a proposal to sell equity shares of Indian Railway Finance Corporation Limited (IRFC) through the stock exchange mechanism (OFS). The offering is intended to achieve the minimum public shareholding requirements mandated by regulators.
Key Offer Details
The core details of the proposed Offer for Sale are as follows:
- Seller: The President of India, acting through the Ministry of Railways, Government of India.
- Company ISIN: INE053F01010.
- Base Offer Size: Up to 26,13,70,120 Equity Shares, representing 2% of the total paid-up equity share capital.
- Oversubscription Option: An option to sell an additional 26,13,70,120 Equity Shares (another 2%).
- Floor Price: The minimum price set for the Offer is ₹104.00 per Equity Share.
- Employee Offer: Additionally, up to 25,000 Equity Shares may be offered to eligible employees, with a maximum application value of ₹500,000 per employee.
Offer Schedule and Mechanism
The Offer will be conducted over two trading days on a separate window provided by the Stock Exchanges (BSE and NSE):
Day T (February 25, 2026):
- Bidding is restricted to non-Retail Investors.
- The window will operate from 9:15 a.m. to 3:30 p.m. (IST).
- Non-Retail Investors may indicate their willingness to carry forward any un-allotted bids to T+1 day.
Day T+1 (February 26, 2026):
- Bidding is open to Retail Investors and Employees.
- Non-Retail Investors who carried forward bids may also revise them.
- The window operates from 9:15 a.m. to 3:30 p.m. (IST).
Allocation Methodology Highlights
Allocation for most categories will be based on a price priority basis at multiple clearing prices, provided bids are at or above the Floor Price.
- Retail Category Reservation: 10% of the Offer Shares are reserved for Retail Investors, who have the option to bid at the determined Cut-Off Price.
- Non-Retail Reservation: A minimum of 25% of the Offer Shares is reserved for Mutual Funds and Insurance Companies, subject to valid bids at or above the Floor Price.
- Bid Limits: No single bidder (other than Mutual Funds/Insurance Companies) shall be allocated more than 25% of the Offer Shares. For Retail Investors, the cumulative bid value across both exchanges must not exceed ₹200,000.
Broker and Withdrawal Information
Goldman Sachs (India) Securities Private Limited is appointed as the sole Seller’s Broker (Broker Code: NSE – 12778/ BSE – 3158).
The Seller reserves the right to withdraw the Offer at any time before the opening on T Day. If withdrawn, a cooling off period of 10 trading days will apply before any subsequent OFS is made. Bidding cancellation requests must be accepted by the Stock Exchanges by 5:00 p.m. on T day.
Important Disclaimer on Jurisdiction
The Offer is not for public offer in India under the Companies Act, 2013, nor is it registered under the U.S. Securities Act of 1933. The shares are being offered outside the United States in “offshore transactions” relying on Regulation S, or within the United States only to “qualified institutional buyers” (QIBs) pursuant to Rule 144A.
Prospective purchasers must rely only on publicly available information and are advised to consult their own tax advisors regarding tax implications.
Source: BSE
