IRFC has successfully secured a significant external commercial borrowing facility, strengthening its financial position and expanding its funding sources. The state-owned railway financing entity signed the loan agreement on February 25, 2026, marking another milestone in its capital mobilization strategy.

Loan Agreement Details

The External Commercial Borrowing agreement involves a consortium of prominent Japanese financial institutions operating from India's GIFT City. The facility represents IRFC's continued engagement with international capital markets to support India's railway infrastructure development.

Consortium Partners

The loan agreement was executed with two leading Japanese banks operating through their GIFT City branches. The signing ceremony involved key executives from both lending institutions and IRFC management.

Strategic Significance

This ECB represents IRFC's second external commercial borrowing in the current financial year 2025-26. The company previously raised JPY equivalent USD 300 million in December 2025, demonstrating consistent access to international funding markets. The proceeds will be utilized for financing projects with forward or backward linkage to the railway sector, subject to compliance with ECB Guidelines.

Management Perspective

Chairman and Managing Director & CEO Manoj Kumar Dubey emphasized the transaction's role in optimizing IRFC's weighted average borrowing cost while deepening engagement with global capital markets. The facility reinforces investor confidence in IRFC's financial fundamentals and supports the ongoing expansion and modernization of railway infrastructure integral to India's growth.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transaction does not involve any related party relationships, share issuances, or special rights provisions. IRFC maintains no shareholding in the lending entities, and the agreement follows standard commercial terms.

Indian Railway Finance Corporation Limited has issued an official notice for its offer for sale (OFS) of equity shares, confirming the 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.

Official OFS 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 Compliance

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 Broker Details

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 with broker codes NSE – 12778 and BSE – 3158.

Investor Categories and Participation Framework

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 Framework

Settlement will occur on a trade-for-trade basis with different timelines for various investor categories. 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 International 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/eb754f42-7c7c-4686-b660-c6324394297e.pdf