NSE Files DRHP with Sebi: India’s Biggest IPO on the Horizon

After a decade-long regulatory marathon, the National Stock Exchange (NSE) has officially filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI). This move signals a monumental shift for India’s capital markets, as the exchange prepares for a public listing that could rewrite the record books.

A Massive ₹30,000 Crore Issue

The upcoming IPO is poised to become the largest public issue in Indian history, potentially surpassing the ₹27,000 crore record set by Hyundai Motor India in 2024. Industry insiders estimate the IPO size to be approximately ₹30,000 crore. The offer will consist of up to 148.9 million shares, representing nearly 6% of NSE's paid-up capital.

Notably, the issue is structured entirely as an Offer for Sale (OFS), meaning no new equity will be issued; instead, existing shareholders will be paring their stakes. Due to regulatory prohibitions preventing a stock exchange from self-listing, the NSE is slated to list on the Bombay Stock Exchange (BSE).

Major Shareholders and Allocation Details

The OFS features a high-profile roster of institutional investors looking to divest portions of their holdings. Key participants include State Bank of India, Bank of Baroda, General Insurance Corporation of India, and the Canada Pension Plan Investment Board, alongside several other public sector and foreign institutions. However, Life Insurance Corporation of India (LIC), one of the exchange's largest shareholders, will not be participating in this specific sale.

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

Overcoming a Decade of Regulatory Hurdles

The journey to Dalal Street has been fraught with delays. NSE first applied for IPO approval on October 18, 2016, but faced significant setbacks due to governance lapses, technology infrastructure concerns, and the high-profile co-location case originating in 2015.

Recent progress has finally cleared the path. In June 2025, NSE submitted proposals to settle the long-standing co-location and "dark fibre" cases by offering a settlement payment exceeding ₹1,388 crore. Following approval from a SEBI expert panel, the primary stumbling blocks to the listing have been addressed.

Market Valuation and Lead Managers

In the unlisted market, NSE continues to command a massive premium, with a valuation hovering around ₹5 lakh crore. As of recent trading, unlisted shares closed at ₹2,045 apiece. To manage this historic debut, a powerhouse consortium of approximately 20 investment banks has been assembled, including Kotak Mahindra Capital, JM Financial, Axis Capital, Morgan Stanley India, and JP Morgan India.

Key Takeaways