NSE Files DRHP with SEBI: India Prepares for a ₹30,000 Crore Mega IPO

After a decade of regulatory hurdles and anticipation, the National Stock Exchange (NSE) has officially moved closer to its historic debut on Dalal Street. By filing its Draft Red Herring Prospectus (DRHP) with SEBI, the bourse is set to potentially launch India's largest-ever public issue.

A Potential Record-Breaker in the Indian Market

The scale of the upcoming NSE IPO is nothing short of massive. Industry bankers and brokers estimate the issue size to be approximately ₹30,000 crore, a figure that would surpass the current record held by Hyundai Motor India’s ₹27,000 crore issue from 2024.

The offering will consist of up to 148.9 million shares, representing nearly 6% of NSE's paid-up capital. Notably, this will be an entirely Offer for Sale (OFS) issue, meaning no new shares are being created; instead, existing shareholders are selling their stakes. Because Indian regulations prohibit a stock exchange from self-listing, the NSE is slated to list on the Bombay Stock Exchange (BSE).

Major Stakeholders and Allocation Structure

The OFS involves a diverse group of institutional heavyweights. Key shareholders paring their holdings include State Bank of India, Bank of Baroda, General Insurance Corporation of India (GIC), and the New India Assurance Company, alongside foreign entities like the Canada Pension Plan Investment Board and MS Strategic (Mauritius). Interestingly, Life Insurance Corporation of India (LIC), one of the largest shareholders, will not be participating in this sale.

According to the DRHP, the share allocation is structured as follows:

Overcoming a Decade of Regulatory Obstacles

The path to this IPO has been fraught with challenges. NSE first applied for SEBI approval on October 18, 2016, but faced repeated delays due to governance lapses and the high-profile co-location case originating in 2015. The regulator had expressed serious concerns regarding technology infrastructure and potential manipulation in the trading system.

Recent progress has finally cleared the way. In June 2025, NSE moved to settle the long-standing co-location and "dark fibre" cases by proposing a settlement payment exceeding ₹1,388 crore. With a SEBI expert panel recently agreeing to this proposal, the primary stumbling blocks to the IPO appear to have been removed.

Valuation and Lead Managers

In the unlisted market, NSE carries a staggering valuation of approximately ₹5 lakh crore. As of recent trading, NSE shares in the unlisted segment closed at ₹2,045 per share, showing a steady upward trend of 3.28% over the past month.

To manage this historic listing, a massive consortium of roughly 20 investment banks has been assembled. The book-running lead managers (BRLMs) include industry giants such as Kotak Mahindra Capital, JM Financial, Axis Capital, Morgan Stanley India, Citigroup Global Markets India, and JP Morgan India.

Key Takeaways