NSE Files DRHP With SEBI for Long-Awaited IPO; Valuation Could Exceed ₹5 Trillion

The National Stock Exchange of India (NSE) has filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), marking a significant step towards its long-awaited public listing.

Issue Details

Issue Type: 100% Book Built Issue 

Total Issue Size: Up to 148,905,525 equity shares of face value ₹1 each

Fresh Issue: Nil

Offer for Sale (OFS): Up to 148,905,525 equity shares of face value ₹1 each

Face Value: ₹1 per equity share

Price Band: To be announced

Lot Size: To be announced

Listing: BSE Limited (BSE)

Book Running Lead Managers:

• Kotak Mahindra Capital Company Limited
• JM Financial Limited
• Morgan Stanley India Company Private Limited
• Citigroup Global Markets India Private Limited
• HSBC Securities and Capital Markets (India) Private Limited
• J.P. Morgan India Private Limited
• SBI Capital Markets Limited
• Anand Rathi Advisors Limited
• Avendus Capital Private Limited
• Axis Capital Limited
• DAM Capital Advisors Limited
• Equirus Capital Limited
• HDFC Bank Limited
• ICICI Securities Limited
• IDBI Capital Markets & Securities Limited
• IIFL Capital Services Limited
• Motilal Oswal Investment Advisors Limited
• Nuvama Wealth Management Limited
• Pantomath Capital Advisors Private Limited
• 360 ONE WAM Limited

Registrar:
MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Utilisation of Proceeds

As the IPO consists entirely of an Offer for Sale (OFS) of up to 14.89 crore equity shares by existing shareholders, the National Stock Exchange of India Limited (NSE) will not receive any proceeds from the issue.

The proceeds from the offer, after deducting applicable offer-related expenses and relevant taxes payable by the selling shareholders, will be received by the respective selling shareholders in proportion to the equity shares they offer.

Accordingly, NSE will not use any IPO proceeds for business operations, capital expenditures, debt repayment, acquisitions, or any other corporate purpose.

According to the DRHP, SBI is the largest selling shareholder, proposing to sell up to 2.48 crore shares. The complete OFS also includes additional corporate and individual shareholders as disclosed in the draft prospectus.

Meanwhile, some prominent shareholders, including Life Insurance Corporation of India (LIC), Premji Invest, and investor Radhakishan Damani, are not participating in the OFS and are expected to continue holding their stakes in the exchange.

Why NSE Shares Will List Only on BSE

Under existing regulations, a stock exchange cannot list its shares on its own trading platform. Accordingly, NSE has proposed listing its equity shares on the BSE, subject to regulatory approvals.

NSE IPO Could Be Valued at Over ₹5 Trillion

According to market reports, NSE could command a valuation of over ₹5 trillion based on prevailing unlisted market prices. If achieved, the issue could become one of the largest public offerings in the history of the Indian capital market.

However, the final valuation, issue size, and price band will be determined closer to the launch, following consultations with merchant bankers and after receipt of SEBI observations.

Background of NSE's Listing Journey

NSE's listing plans date back to 2016 but were delayed for several years amid regulatory scrutiny related to the co-location and dark fibre matters.

Earlier, NSE received SEBI's no-objection certificate for listing and subsequently filed its DRHP. The exchange has also filed settlement applications and revised settlement terms in relation to certain legacy regulatory matters, as disclosed in the DRHP.

Financial Performance in FY26

For FY26, NSE reported a decline in both revenue and profitability compared with FY25.

Revenue from operations declined 3.1% year-on-year to ₹16,601 crore from ₹17,141 crore in FY25. Profit for the year fell 15.5% to ₹10,302 crore from ₹12,188 crore in the previous year.

The decline was primarily driven by lower transaction charge income and lower clearing and settlement income following a moderation in trading activity during the year. Profitability was also impacted by higher expenses and certain exceptional and regulatory-related items disclosed in the DRHP.

Key Financials: 

What Lies Ahead for the NSE IPO

SEBI will now review the draft prospectus and may seek additional clarifications before issuing its observations. Following regulatory approval, NSE will file its Red Herring Prospectus (RHP), announce the price band, and open the IPO for subscription.

Given NSE's position as India's largest stock exchange and a key market infrastructure institution, the proposed offering is expected to attract significant investor interest and could become one of the most closely watched IPOs in recent years.

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