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What is the difference between a Fresh Issue and an Offer for Sale (OFS)?

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In an IPO, the total issue may consist of a Fresh Issue, an Offer for Sale (OFS), or a combination of both. While both involve shares being offered to the public, they differ in terms of who receives the proceeds and why the shares are being sold.

Basis of Difference

Fresh Issue

Offer for Sale (OFS)

Nature of Shares

New shares are issued by the company.

Existing shares held by promoters or investors are sold.

Recipient of Proceeds

Funds go to the company, increasing its share capital.

Funds go to the selling shareholders; the company does not receive any money.

Purpose

To raise funds for specific Objects of the Issue such as expansion, debt repayment, or working capital.

To provide liquidity or exit to existing shareholders or investors.

Impact on Share Capital

Increases the company’s paid-up share capital (dilution of ownership).

No change in the company’s share capital (no dilution).

Who Benefits

The company benefits from the inflow of funds.

The selling shareholders benefit from monetising their holdings.

Disclosure in Prospectus

Utilisation of proceeds is detailed under Objects of the Issue.

Details of selling shareholders and number of shares offered are disclosed.

Example Scenario

A company issues new shares to fund a new manufacturing plant.

Promoters sell part of their stake to reduce holding or realise pro