NSE IPO DRHP Filed: ₹30,000-crore OFS Sets 2026 Record

NSE moves closer to a long-awaited listing

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 a step closer to a public listing after years of delays. Market participants have pegged the proposed IPO size at around ₹30,000 crore, which would make it the largest public issue in India’s capital market history if it goes through at that scale. The filing has also drawn attention because it is being described as the first heavyweight IPO of 2026 by issue size. A key detail is that the offering is structured as a full Offer for Sale (OFS), meaning the exchange will not raise fresh capital through new shares. Instead, existing shareholders will sell part of their holdings.

What the DRHP filing signals for the primary market

A DRHP filing is an early but formal step in the IPO process, as it starts regulatory review and triggers wider market scrutiny of the issuer’s business, risks, and shareholding. For NSE, the filing is being viewed as a milestone because the listing has been widely anticipated for a long time. Multiple reports in the provided material refer to “regulatory hurdles and delays” over more than a decade, without detailing them further. The DRHP also frames the transaction as a market event that could shape the primary market calendar, with some expectations that marquee offerings could follow. The listing is expected to be closely watched because NSE is India’s largest stock exchange.

Deal structure: 100% OFS, no fresh equity

The IPO is entirely an OFS with no new shares being issued. The DRHP indicates a sale of up to 14.89 crore equity shares, which is also cited as 148,905,525 equity shares in the material. This block represents nearly 6% of NSE’s paid-up equity capital. Since it is a pure OFS, the proceeds go to selling shareholders rather than to NSE as primary capital. The share sale has also been described as involving nearly 15 crore shares being sold by 23 shareholders.

Listing plan: NSE shares proposed to list on BSE

A notable feature is the plan for NSE shares to be listed on BSE. The material describes this as mirroring the arrangement under which BSE’s own shares are listed on NSE. This detail matters operationally because stock exchanges typically avoid listing their own shares on themselves. For investors, the BSE listing venue clarifies where price discovery and trading will occur post-listing, subject to final approvals and offer terms.

Size and valuation: ₹30,000 crore issue, market cap estimates above ₹5 lakh crore

The offering is widely estimated at around ₹30,000 crore (also referenced as roughly $1.3 billion in one excerpt, and “nearly $1 billion” in another). Based on unlisted market valuations, market participants estimate NSE could be valued at more than ₹5 lakh crore. Another excerpt cites a valuation of over ₹5 trillion, which is consistent with ₹5 lakh crore. Separately, an estimate based on indicative grey market prices of at least ₹2,000 suggested an IPO size of approximately ₹29,780 crore, alongside a valuation of over ₹5 trillion. These are market estimates cited in the provided text, not final offer terms.

How it compares with India’s largest past IPOs

At the indicated scale, NSE’s IPO would exceed Hyundai Motor India’s offering from October 2024, cited in the material at ₹27,870 crore (and also referenced as ₹27,859 crore in another excerpt). It would also be larger than the Life Insurance Corporation of India (LIC) IPO, cited at ₹21,000 crore in one place and ₹20,557 crore in another. These comparisons are central to why the filing has attracted attention, as it reorders the ranking of the largest Indian public issues by size.

Shareholders and potential sell-side returns highlighted in reports

The material notes NSE has around 1.8 lakh shareholders. It also highlights potential returns for certain long-term shareholders based on a referenced expected IPO price of ₹2,200 per share. Two non-life insurers, The New India Assurance and National Insurance, are described as being on track to make a 6,875-times return, based on a cost of acquisition of 32 paise per share in NSE’s formative days and an expected price of ₹2,200. The SBI group is cited as the second-largest shareholder at 7.5%, held through SBI Capital Markets (4.3%) and SBI (3.2%). SBI is also described as a major seller and is expected to make a 2,750-times return at ₹2,200 per share, based on an average acquisition price of 80 paise in the early 1990s.

Risks flagged: revenue concentration and regulatory oversight

One excerpt notes the DRHP flagged key risks, including concentration of revenue in transaction charges. Transaction charges accounted for about 78.65% of revenue from operations in FY26, according to the provided text. The same section also flags NSE’s regulatory oversight as a market infrastructure institution under SEBI. It further notes the cyclical sensitivity of trading volumes to market conditions, linking business performance to broader market activity.

Key facts at a glance

What to watch next

The DRHP filing begins SEBI’s review process, after which the final issue structure, price band, and timeline are typically clarified through subsequent disclosures. For now, the publicly cited numbers remain estimates referenced by market participants and reports included in the provided text. Investors will also watch for further details on the final selling shareholders in the OFS, given the references to 23 shareholders and the scale of the secondary sale. The proposed listing on BSE is another operational detail that will stay in focus as the process progresses.

Conclusion

NSE’s DRHP filing sets the stage for an IPO that is widely estimated at around ₹30,000 crore and structured entirely as an OFS of nearly 6% of equity. If executed at the indicated scale, it would surpass Hyundai Motor India and LIC to become India’s largest IPO by issue size. The next milestones will come through SEBI’s review and subsequent offer-related disclosures, which will determine the final timeline, pricing, and allocation details.