Description
The President of India, through the Ministry of Railways, proposes to sell up to 4% of IRFC's total paid-up equity share capital via the stock exchange OFS mechanism on February 25-26, 2026.
Summary
The President of India, acting through the Ministry of Railways, Government of India (the Promoter/Seller), has issued notice of a proposed Offer for Sale (OFS) of equity shares of Indian Railway Finance Corporation Limited (IRFC) through the stock exchange mechanism. The Base Offer Size is 26,13,70,120 equity shares (2% of total paid-up equity share capital), with an Oversubscription Option for an additional 26,13,70,120 equity shares (another 2%), totalling up to 4% of IRFC’s total issued and paid-up equity share capital.
Key Points
- Seller: President of India, acting through the Ministry of Railways, Government of India
- Company: Indian Railway Finance Corporation Limited (IRFC)
- Face Value: ₹10 per equity share
- Base Offer Size: 26,13,70,120 equity shares (2% of total paid-up equity share capital)
- Oversubscription Option: Additional 26,13,70,120 equity shares (2% of total paid-up equity share capital)
- Total Potential Sale: Up to 52,27,40,240 equity shares (4% of total paid-up equity share capital)
- T Day (February 25, 2026): Open for non-Retail Investors only
- T+1 Day (February 26, 2026): Open for Retail Investors, Employees, and non-Retail Investors carrying forward un-allotted bids
- Stock Exchanges: BSE Limited and National Stock Exchange of India Limited (NSE)
Regulatory Changes
The OFS is being conducted in accordance with:
- SEBI Master Circular (SEBI/HO/MRDPoD2/CIR/P/2024/00181 dated December 30, 2024) — comprehensive guidelines on OFS through stock exchange mechanism
- BSE OFS Circular: Notice No. 20240701-19 dated July 1, 2024 (Revised Operational Guidelines for OFS Segment)
- NSE OFS Circular: Circular No. 93/2024 dated July 12, 2024 (Revised Operating Guidelines for OFS)
Compliance Requirements
- Investors: Must participate through the designated OFS window on BSE/NSE
- Non-Retail Investors: May bid on T Day (February 25, 2026) and optionally carry forward un-allotted bids to T+1 Day
- Retail Investors & Employees: May only bid on T+1 Day (February 26, 2026)
- Shares held in dematerialized form in one or more demat accounts with a relevant depository participant are eligible
- Distribution restrictions apply: The notice must not be released, published, or distributed in the United States (except to Qualified Institutional Buyers) or other restricted jurisdictions
Important Dates
| Event | Date |
|---|---|
| Notice Date | February 24, 2026 |
| T Day — OFS for Non-Retail Investors | February 25, 2026 |
| T+1 Day — OFS for Retail Investors, Employees & carryforward bids | February 26, 2026 |
Impact Assessment
This is a significant government disinvestment event for IRFC, a Navratna PSU and the dedicated financing arm of Indian Railways. The sale of up to 4% of IRFC’s equity (~52.27 crore shares) by the Government of India is likely to create short-term supply pressure on the stock. Retail investors have a dedicated window on T+1 Day, which may attract broad participation. Institutional investors should note the T Day window on February 25, 2026. The Oversubscription Option gives the Government flexibility to divest additional stake if demand is strong.
Impact Justification
Government disinvestment of a major PSU (IRFC) involving up to 4% of paid-up capital (~52.27 crore shares) through OFS; affects retail and institutional investors on both BSE and NSE.