Government Cuts IRFC Stake to 84.65% After 1.71% OFS Sale
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New Delhi: The President of India, acting through the Ministry of Railways, has sold a 1.71% stake in Indian Railway Finance Corporation Limited (IRFC) through an Offer for Sale (OFS) conducted on February 25 and 26, 2026.
The stake sale was executed via the stock exchange mechanism on BSE Limited and National Stock Exchange of India Limited in accordance with applicable regulatory guidelines.
Details of the Transaction
According to disclosures made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:
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Shares sold: 22,40,40,829 equity shares
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Percentage of total equity: 1.71%
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Total paid-up equity capital: 13,06,85,06,000 shares (face value ₹10 each)
The sale took place from February 25, 2026 (T day) to February 26, 2026 (T+1 day).
Prior to the transaction, the Government of India held 86.36% stake in IRFC, amounting to 11,28,64,37,000 shares. Following the sale, the promoter holding has declined to 84.65%, equivalent to 11,06,23,96,171 shares.
Structure of the OFS
The Offer for Sale was announced on February 24, 2026, for up to 2% of the company’s paid-up equity capital, with an option to additionally sell another 2% under the oversubscription option. The transaction was carried out in line with guidelines issued by the Securities and Exchange Board of India.
Additionally, 25,000 equity shares were earmarked for eligible employees under the Employee Offer portion, subject to approvals.
The disclosure was signed by Rahul Kapoor, Executive Director (Finance – Resource Mobilisation & PPP), Railway Board, on behalf of the President of India.
Regulatory Compliance
The transaction was reported under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, within the prescribed timeline of two working days from the closure of the Offer.
The equity share capital and total voting capital of IRFC remain unchanged at 13,06,85,06,000 shares following the transaction.
Impact on Shareholding Pattern
Despite the stake dilution, the Government of India continues to remain the majority shareholder in IRFC with an 84.65% holding. The OFS is part of ongoing efforts to enhance public shareholding and deepen market participation in central public sector enterprises.
Further updates on the final subscription data and potential exercise of the oversubscription option are awaited.