Indian Railway Finance Corporation Limited has announced a significant offer for sale (OFS) of equity shares, marking a major divestment by the Government of India. The railway financing company will offer up to 26,13,70,120 equity shares through the stock exchange mechanism on February 25-26, 2026.

Offer Structure and Timeline

The OFS will be conducted over two days with specific investor categories allocated to different trading sessions. Non-retail investors will have exclusive access on February 25, 2026 (T day), while retail investors and employees can participate on February 26, 2026 (T+1 day). The offer will operate during standard trading hours from 9:15 a.m. to 3:30 p.m. on both days.

Seller and Regulatory Framework

The President of India, acting through the Ministry of Railways, Government of India, serves as the promoter and seller in this transaction. The OFS is being conducted to achieve minimum public shareholding requirements as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, and Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Trading Mechanism and Allocation

The shares will be traded on both BSE and NSE, with NSE designated as the primary exchange and NSE Clearing Limited handling settlement. Goldman Sachs (India) Securities Private Limited has been appointed as the sole broker for the transaction.

Investor Categories and Participation Rules

Non-Retail Category:

• Minimum 25% reserved for mutual funds and insurance companies
• 100% upfront payment required for non-institutional investors
• Institutional investors have option to bid without upfront payment
• Maximum 25% allocation per bidder (except mutual funds and insurance companies)

Retail Category:

• 10% of offer shares reserved for retail investors
• Individual bid limit of ₹200,000 across exchanges
• Option to bid at cut-off price or specific price above floor price

Employee Category:

• Up to 25,000 shares reserved
• Individual application limit of ₹200,000
• Potential allocation up to ₹500,000 in case of under-subscription

Settlement and Operational Details

Settlement will occur on a trade-for-trade basis with different timelines for various investor categories. Non-retail investors with upfront payment will settle on T+1 day, while retail investors and employees will settle on T+2 day. The seller reserves the right to exercise the oversubscription option, which must be communicated to stock exchanges by 5:00 p.m. on T day.

Regulatory Compliance and Restrictions

The offer operates under comprehensive SEBI guidelines and includes specific restrictions for international investors. U.S. investors must qualify as "qualified institutional buyers" under Rule 144A, while non-U.S. investors must comply with Regulation S requirements. The company's promoters and promoter group members are prohibited from participating in the offer.

The OFS provides flexibility for order modification and cancellation within specified timeframes, with real-time fund adjustment by clearing corporations. In case of default, a 10% penalty on order value will be charged and credited to the Investor Protection Fund.

Source: None/Company/INE053F01010/1cd996fb-b721-44f5-a4e3-4221ccb1fa21.pdf

Indian Railway Finance Corporation Limited has announced the extension of its Chief Compliance Officer's tenure, reinforcing continuity in senior management as per regulatory requirements. The company disclosed this development under SEBI regulations, highlighting its commitment to transparent corporate governance practices.

Extension Details and Regulatory Compliance

The company has extended Shri Sanjay Jain's tenure as Chief Compliance Officer for a further period of one year on a contractual basis. This extension demonstrates the organization's confidence in his leadership and expertise in compliance matters.

Regulatory Framework and Disclosure

The announcement was made pursuant to Regulation 30 and 51(2) read with Schedule III of SEBI (LODR) Regulations, 2015, along with compliance to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. This disclosure ensures transparency regarding changes in senior management personnel as mandated by securities regulations.

Professional Background and Experience

Shri Sanjay Jain brings substantial expertise to his role, with over 36 years of experience across a wide spectrum of critical business areas. His professional background encompasses compliance, corporate laws, supervisory regulation, treasury management, borrowings, legal matters, internal audit, credit operations including both wholesale and retail segments, and recovery management.

Corporate Communication

The disclosure was formally communicated to both the National Stock Exchange of India Limited and BSE Limited, ensuring compliance with listing requirements. Company Secretary and Compliance Officer Vijay Babulal Shirode signed the official communication, maintaining proper corporate governance protocols.

This extension reflects the company's strategic approach to maintaining experienced leadership in compliance functions while adhering to all regulatory disclosure requirements under SEBI guidelines.