Indian Railway Finance Corporation Limited has successfully completed its offer for sale (OFS) with the Government of India selling 22,40,40,829 equity shares worth ₹2,333.73 crore through stock exchange mechanism. The railway financing company's promoter shareholding has been reduced from 86.36% to 84.65% following the completion of the OFS on February 25-26, 2026.

OFS Execution and Regulatory Compliance

The Ministry of Railways, Government of India, acting as the promoter, executed the share sale through both BSE Limited and National Stock Exchange of India Limited. The transaction was completed in accordance with SEBI's comprehensive guidelines on offer for sale through stock exchange mechanism, with the regulatory filing submitted under Regulation 29(2) of SEBI Takeover Regulations.

Promoter Shareholding Changes

Following the successful completion of the OFS, the Government of India's shareholding in IRFC has decreased by 1.71 percentage points. The transaction represents a substantial divestment in the railway financing company, with the promoter maintaining a controlling stake of 84.65%.

OFS Framework and Structure

The completed transaction was part of the previously announced OFS framework where the government had initially planned to offer up to 26,13,70,120 equity shares representing 2% of the company's paid-up capital. The offer included provisions for retail investors on T+1 day and non-retail investors on T day, with an oversubscription option for an additional 2% stake.

Regulatory Documentation

The transaction disclosure has been filed pursuant to Regulation 29(2) of SEBI Takeover Regulations, with the mandatory report submitted within two working days of the OFS closure. Rahul Kapoor, Executive Director Finance (Resource Mobilisation & Public Private Partnership), Railway Board, signed the regulatory filing on behalf of the President of India, Ministry of Railways.

Source: SEBI regulatory filing by Indian Railway Finance Corporation Limited

IRFC has received regulatory fines from both major Indian stock exchanges for violations related to board composition and committee constitution during the quarter ended 31st December 2025. The company disclosed this information under Regulation 30 of SEBI (LODR) Regulations, 2015 on 28th February 2026.

Regulatory Action Details

Both BSE and NSE have imposed identical penalties on the railway financing company for non-compliance with corporate governance norms.

Nature of Violations

The fines relate to violations of specific SEBI regulations concerning corporate governance requirements:

• Regulation 17(1): Board composition requirements
• Regulation 18(1): Audit committee constitution
• Regulation 19(1)/19(2): Nomination and Remuneration committee requirements

These violations specifically pertain to the composition of the Board and constitution of committees namely Audit, Nomination and Remuneration for the quarter ended 31st December 2025.

Company's Position and Waiver Request

IRFC has clarified that as a Government Company, the power to appoint Directors vests with the President of India through the administrative ministry, specifically the Ministry of Railways (MoR). The company emphasized that it has no control in the appointment of Directors on its Board.

Compliance Efforts and Impact

The company has stated that requests have been made from time to time to the Ministry of Railways for appointment of requisite number of independent Directors, including one Women Independent Director, to ensure compliance with:

• SEBI Listing Regulations
• Companies Act, 2013
• DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs)

IRFC has confirmed that these fines have no impact on the financial, operational, or other activities of the listed entity. The company has submitted waiver requests to both stock exchanges, citing the precedent where similar fines were waived for the period from March 2021 to December 2021 on similar grounds.