NSE files draft papers for IPO nearly a decade after first listing attempt

Offer for sale of nearly 149 million shares; LIC not participating in the issue

The National Stock Exchange of India (NSE) has filed its draft red herring prospectus (DRHP) with the Securities and Exchange Board of India (Sebi), moving closer to a long-awaited initial public offering (IPO) after nearly a decade. The IPO will be entirely an offer for sale (OFS), with existing shareholders collectively divesting around 6 per cent of their stake. 

 

The IPO will comprise up to 148.9 million equity shares, or nearly 6 per cent of NSE’s paid-up capital, with a face value of ₹1 each. The issue will be entirely an offer for sale (OFS), with no fresh issue component, meaning the exchange itself will not receive any proceeds. All funds raised will accrue to the selling shareholders.

 

The issue is estimated to be worth about ₹30,000 crore, potentially making it India’s largest IPO to date, according to industry players. By comparison, the IPO of Hyundai Motor India raised nearly ₹28,000 crore in 2024.

 

The selling shareholders include State Bank of India (SBI), which will offload 24.7 million shares, MS Strategic (Mauritius), which will sell 16 million shares, Canada Pension Plan Investment Board, Aranda Investments (Mauritius), Bank of Baroda, Stock Holding Corporation of India, General Insurance Corporation of India, National Insurance Company and United India Insurance Company.

 

SBI currently holds a 3.23 per cent stake in NSE. Following the share sale, its holding will decline to 2.2 per cent.

 

Life Insurance Corporation of India (LIC), the largest shareholder in the exchange with a 10.72 per cent stake, will not participate in the offer and will retain its entire holding.

 

Other significant shareholders not diluting their stakes include SBI Capital Markets, Mahagony, PI Opportunities Fund, Crown Capital, DVI Fund (Mauritius), TIMF Holdings, investor Radhakishan Damani, The Oriental Insurance Company, TA Asia Pacific Acquisitions, MS Strategic (Mauritius) and Rimco (Mauritius).

 

The issue is being managed by a consortium of 20 investment banks, including Kotak Mahindra Capital, JM Financial, Morgan Stanley India, Citigroup Global Markets India, HSBC Securities and Capital Markets (India), J.P. Morgan India, SBI Capital Markets, Anand Rathi Advisors, Avendus Capital, Axis Capital, DAM Capital Advisors, Equirus Capital, HDFC Bank, ICICI Securities, IDBI Capital Markets & Securities, IIFL Capital Services, Motilal Oswal Investment Advisors, Nuvama Wealth Management, Pantomath Capital Advisors and 360 ONE WAM.

 

NSE is India's largest stock exchange and has maintained leadership in the cash equities and equity derivatives segments for over a decade. According to the World Federation of Exchanges, NSE was the world's largest multi-asset exchange in FY26, accounting for 11.38 per cent of global cash equity trades and 51.18 per cent of global equity derivatives contracts traded.

 

NSE received a no-objection certificate (NOC) from Sebi earlier this year, clearing the way for the DRHP filing. As a regulated entity, the exchange was required to obtain approval from its sector regulator before proceeding with the IPO process.

 

The exchange had first filed draft IPO papers with Sebi in 2016 but was prevented from proceeding ahead amid regulatory proceedings and investigations.

 

Over the past few years, NSE has sought to resolve the regulatory overhang by settling certain cases and strengthening governance processes. It is awaiting settlement in the colocation and dark fibre matter -- for which it has made provisions. 

 

Once approved, NSE shares will be listed and traded on rival exchange BSE. BSE, in contrast, was listed on NSE in 2017.  NSE has noted that its revised settlement applications in respect of the Colocation and Dark Fibre matters were filed with Sebi in March 2026  are pending as at the date of the DRHP.

 

In March, NSE appointed a record 20 merchant bankers for the IPO. The syndicate includes Kotak Mahindra Capital, JM Financial, Axis Capital, ICICI Securities, SBI Capital Markets, Nuvama Wealth Management, Avendus Capital, Morgan Stanley, Citigroup and JPMorgan, among others. The exchange also mandated mid-sized investment banks such as Anand Rathi Advisors, DAM Capital Advisors, Pantomath Capital Advisors and Equirus Capital.

 

NSE has also appointed eight legal advisers for the issue, including Cyril Amarchand Mangaldas, Khaitan & Co, AZB & Partners, S&R Associates, Shardul Amarchand Mangaldas and Trilegal.

 

Financially, NSE continued to post robust growth in FY26. The exchange reported a consolidated net profit of ₹2,871 crore in the January-March quarter, up 8.3 per cent year-on-year. Consolidated revenue from operations rose to ₹4,967.6 crore from ₹3,771.4 crore in the corresponding quarter of the previous year.