Nature of the Event

This document is a formal Notice, dated June 23, 2026, issued by the Ministry of Railways, Government of India, to the Managing Directors of BSE Limited and the National Stock Exchange of India Limited. It concerns a proposed Offer for Sale (OFS) of equity shares in Indian Railway Finance Corporation Limited by its promoter, the President of India acting through the Ministry of Railways.

The disclosure is made pursuant to Paragraph 19 of Chapter 1 of the SEBI Master Circular (SEBI/HO/MRDPoD2/CIR/P/2024/00181 dated December 30, 2024), the BSE OFS Circular (Notice No. 20240701-19 dated July 1, 2024), and the NSE OFS Circular (Circular No. 25/2026 dated February 24, 2026).

Key Quantitative Figures

  • Total Offer Size (Base): Up to 13,06,85,060 Equity Shares.
  • Face Value: ₹10 per share.
  • Base Offer as % of Paid-Up Capital: 1%.
  • Oversubscription Option: Up to 13,06,85,060 additional Equity Shares (another 1% of paid-up capital).
  • Total Potential Offer (Base + Option): 26,13,70,120 Equity Shares (2% of paid-up capital).
  • Floor Price: ₹91.00 per Equity Share.
  • Employee Reservation: Up to 25,000 Equity Shares (approx. 0.0002% of paid-up capital).
  • Retail Investor Maximum Bid Value: ₹200,000.
  • Employee Maximum Allotment Value: ₹500,000.

Dates of Action

  • Notice Date: June 23, 2026 (T-1 day).
  • T Day (Non-Retail Bidding): June 24, 2026. Bidding window: 9:15 a.m. to 3:30 p.m. IST.
  • T+1 Day (Retail & Employee Bidding): June 25, 2026. Bidding window: 9:15 a.m. to 3:30 p.m. IST.
  • Seller's Oversubscription Decision Deadline: On or before 5:00 p.m. on T day (June 24, 2026).
  • Offer Cancellation Request Deadline: Up to 5:00 p.m. on T day (June 24, 2026) by the Seller.

Parties Involved

  • Seller/Promoter: The President of India, acting through and represented by the Ministry of Railways, Government of India.
  • Stock Exchanges: BSE Limited and National Stock Exchange of India Limited (NSE).
  • Seller's Broker: Goldman Sachs (India) Securities Private Limited (Broker Code: NSE - 12778 / BSE - 3158), acting as the sole broker.
  • Authorized Signatory: Rahul Kapoor, Executive Director, Finance (Resource Mobilisation & Public Private Partnership), Railway Board.

Purpose and Rationale

The Offer is being undertaken by the Seller, inter alia, for achieving the minimum public shareholding (MPS) in the Company as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, and Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This method is permissible as per the SEBI MPS Circular (SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3, 2023) read with the SEBI LODR Master Circular (SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024).

Allocation Methodology & Key Terms

  • Allocation Basis: Price priority basis at multiple clearing prices.
  • Retail Investor Definition: An individual investor bidding for shares of total value not more than ₹200,000.
  • Retail Reservation: 10% of the Offer Shares are reserved for Retail Investors.
  • Institutional Reservation: A minimum of 25% of the Offer Shares are reserved for Mutual Funds and Insurance Companies.
  • Single Bidder Cap: No single bidder (except Mutual Funds/Insurance Companies) can be allocated more than 25% of the Offer Shares.
  • Bidding for Non-Retail Investors: Allowed only on T day (June 24). They can indicate a willingness to carry forward un-allotted bids to T+1 day.
  • Bidding for Retail Investors & Employees: Allowed only on T+1 day (June 25).
  • Bidding Price: Non-Retail investors must bid at or above the Floor Price. Retail investors can bid at any price above the Floor Price or at 'Cut-Off Price'. Employees can only bid at 'Cut-Off Price'.
  • Cut-Off Price: Defined as the lowest price at which Offer Shares are sold in the non-Retail category on T day.
  • Margin Requirements:
  • Non-institutional investors: 100% upfront cash margin.
  • Institutional investors: Option to bid with or without 100% upfront margin.
  • Retail/Employee bids at Cut-Off: Margin at Floor Price value; price bids: margin at bid value.
  • Settlement: Varies between T+1 and T+2 days depending on investor category and bidding day.

Financial and Operational Impact

The disclosure states the purpose is to achieve MPS compliance. The sale will result in a reduction of the promoter's (Government of India's) shareholding by up to 2%. The funds from the sale will accrue to the Seller (Government of India). The financial impact on the company is not quantified in the disclosure, as this is a shareholder action.

Important Disclaimers and Restrictions

The Notice contains extensive legal disclaimers, clarifying that it is not a prospectus. The Offer is not being made in the United States except to Qualified Institutional Buyers (QIBs) in reliance on Rule 144A under the U.S. Securities Act, and offshore in reliance on Regulation S. It restricts participation based on jurisdiction and investor qualification (e.g., QIBs in the US, qualified investors in the EEA/UK). Bidders are deemed to make specific representations and warranties regarding their eligibility and are subject to indemnification clauses.