NSE IPO DRHP Filed: OFS Plan, ₹30,000-Cr Issue

NSE restarts its long-delayed listing plan

The National Stock Exchange of India (NSE) has taken a key step towards a long-awaited public listing by filing its Draft Red Herring Prospectus (DRHP) with market regulator SEBI, according to multiple reports and public filings cited in the provided text. The move revives NSE’s listing ambition after nearly a decade of regulatory delays linked to the co-location controversy. Some sources also indicated the filing could come as early as “today”, and another report said the DRHP was expected around June 15 or June 16. A PTI report dated Jun 17 described the filing of preliminary papers as a milestone for a share sale estimated to be around ₹30,000 crore.

The proposed IPO has been described as one of India’s largest potential public offerings. One source cited an unlisted market valuation of around ₹5,00,000 crore, while another section referenced an estimate valuation of ₹29,780 crore (over $1 billion) based on indicative grey market prices. These figures appear in different parts of the provided text and are presented as reported estimates rather than a single confirmed valuation.

Structure: the IPO is entirely an offer for sale

The DRHP indicates the IPO will be entirely an offer for sale (OFS), with no fresh issue of shares. That means NSE itself will not receive any proceeds from the transaction. The document describes the sale of up to 148.9 million shares, also reported as up to 14.89 crore shares, representing about 6% of the exchange’s equity.

In another part of the input, sources suggested an offer size of around 5% of the exchange’s equity capital. Separately, the text notes that this is above SEBI’s minimum public float requirement of 2.5% for companies valued above ₹10,000 crore. Across versions, the central point remains consistent: the IPO is designed as secondary share sales by existing shareholders.

Who is selling: institutional and domestic shareholders

The draft papers list multiple selling shareholders. Names cited include State Bank of India, Canada Pension Plan Investment Board, affiliates of Morgan Stanley, Temasek, Bank of Baroda, Stock Holding Corporation of India, General Insurance Corporation of India, The New India Assurance Co, National Insurance Co, and United India Insurance Co.

Another report in the provided text adds that Tiger Global is the largest shareholder participating in the issue, proposing to sell 1.48 crore shares, or over 13% of the total offer size. It also names Aranda Investments (Mauritius) and SAIF II-SE Investments among other investors reducing their stakes. Among domestic institutions, the text states IDBI Bank plans to sell 74.15 lakh shares, SBI 64.28 lakh shares, and SBI Capital Markets 53.62 lakh shares. It also mentions IFCI offloading 34.31 lakh shares, and participation from HDFC Standard Life, Bajaj Holdings & Investment, and Bank of Baroda.

Why NSE will list on BSE, not on its own platform

The provided text notes a regulatory restriction that an Indian stock exchange cannot list its own shares on its own platform. As a result, NSE is expected to list its shares on BSE Ltd. This detail is central to how the listing is structured because it determines where price discovery and trading in NSE’s shares will occur post listing.

Issue size and valuation: multiple estimates in reports

Several estimates for the deal size and valuation appear in the provided content. One PTI report says the IPO is estimated to be around ₹30,000 crore, and another line attributes the estimate to the exchange’s valuation in the unlisted market. Another portion states the IPO is expected to value NSE at more than ₹5,00,000 crore, potentially placing it among India’s largest-ever public offerings.

At the same time, another excerpt says the OFS of up to 149 million equity shares is at an estimate valuation of ₹29,780 crore (about $1 billion). The same section links this estimate to indicative grey market prices, noting the stock reportedly trades at at least ₹2,000 a share in that market. These numbers are presented in the input as separate reference points from different reports.

Book-building and allocation rules mentioned in the filing

The DRHP summary in the provided text says the offer is being made through the book-building process. It adds that not more than 50% of the net offer is allocated to qualified institutional buyers. It also states that not less than 15% and 35% of the net offer is assigned to non-institutional bidders and retail bidders, respectively.

These allocation thresholds are a key part of the offer structure because they influence the participation mix across investor categories. The text does not provide any price band or bidding dates, indicating those would be determined later in the process.

Bankers and process: what happens after the DRHP

One report says the syndicate includes 20 investment bankers, with Kotak Mahindra Capital Co. and Morgan Stanley India Co. among the book-running lead managers. Another section explains the next steps: SEBI will review the draft prospectus before issuing final observations, a process that typically takes between 30 and 90 days.

After regulatory approval, the exchange is expected to file its final prospectus with the Registrar of Companies to determine the price band and bidding dates for the public issue. The timing of the launch is also described as contingent on market conditions.

Background: the 2016 attempt and the co-location setback

The listing is described as long-awaited because NSE’s original IPO proposal was filed in 2016 and then put on hold. The provided text attributes the delay to regulatory investigations into allegations of preferential access to certain algorithmic traders through NSE’s co-location facility.

An ET report cited in the text says NSE has formally restarted its journey nearly nine years after the first attempt was derailed. It also states that momentum for the listing picked up earlier this year after SEBI issued a no-objection certificate, removing what was described as the final major regulatory hurdle. The text further notes the NSE board sanctioned the IPO proposal on February 6.

Key facts snapshot

What it means for investors and the market

Because the IPO is a pure OFS, the transaction primarily provides liquidity to existing shareholders rather than raising capital for NSE’s operations. The list of selling shareholders spans public sector financial institutions, insurers, and global investors, which indicates the offer may serve as an exit or partial monetisation event for a broad investor base.

The filing also marks a high-profile development for India’s market infrastructure space, given NSE’s scale and the long gap since the earlier attempt. The next concrete milestone, based on the text, is SEBI’s observations on the DRHP, followed by the final prospectus filing that would set price-band and bidding dates.

Conclusion

NSE’s DRHP filing with SEBI moves its long-pending IPO process forward with a secondary share sale of about 6% equity and no fresh issuance. The next step is SEBI’s review and observations, which the provided text says typically takes 30 to 90 days, before final offer details are set.