NSE IPO DRHP Filed: 149 Million-Share OFS in 2026

What NSE filed with SEBI and why it matters

National Stock Exchange of India Ltd (NSE) has filed its draft red herring prospectus (DRHP) with the Securities and Exchange Board of India (SEBI) for its long-awaited initial public offering. The filing was reported as having been made on Wednesday, June 17. The move revives NSE’s listing plans after years of regulatory overhang and market anticipation around when India’s largest exchange will come to public markets.

The proposed IPO is structured entirely as an offer for sale (OFS), which means the company is not issuing new shares. That detail is central for investors because the exchange itself will not receive any capital from the transaction. Instead, the proceeds will go to the shareholders who are selling their stakes.

Structure of the issue: pure OFS, no fresh capital

According to the DRHP details cited in reports, the issue is an OFS of up to 148,905,525 equity shares, commonly referenced as about 14.89 crore shares or roughly 149 million shares. The shares have a face value of Rs 1 each. The offer size is described as nearly 6% of NSE’s paid-up capital, and also referenced as about 6.02% of the exchange’s equity.

Because the IPO is fully secondary, there is no fresh issue component. That keeps the transaction focused on creating a public market for the shares and providing liquidity for existing investors. It also means the IPO’s impact is primarily on shareholder exits and public price discovery, rather than funding expansion through new equity.

Expected IPO size and valuation signals in circulation

Reports indicate multiple valuation and deal-size markers being discussed around the filing. One estimate values the IPO at approximately ₹29,780 crore, described as over $1 billion, based on indicative grey market prices. Another set of industry estimates places the overall issue size in a broader range of Rs 25,000 crore to Rs 30,000 crore, with some reports calling it potentially India’s largest IPO.

Separately, market participants have cited an unlisted market valuation for NSE of over Rs 5 lakh crore. Other reports suggest NSE may seek a valuation of about Rs 5,00,000 crore to Rs 5,25,000 crore. Grey market references also indicate the stock has been trading at at least Rs 2,000 a share in the unlisted market.

Who is selling and who is not

The selling shareholders listed across reports include State Bank of India (SBI), Canada Pension Plan Investment Board (CPPIB), affiliates of Morgan Stanley, Temasek-linked entities (including Aranda Investments), 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.

SBI is described as the largest among the sellers in one report, planning to offload about 2.48 crore shares (also cited as 24.75 million shares).

A separate, important detail from sources is that Life Insurance Corporation of India (LIC), the single largest shareholder with about a 10.72% stake, is unlikely to participate in the OFS, despite being the biggest stakeholder.

Where the shares will list: why BSE is the venue

Under current regulations, an Indian stock exchange cannot list its own shares on its own platform. As a result, NSE is expected to list on BSE Ltd once the IPO process is complete and clearances are received. This structural requirement affects where investors will eventually trade NSE shares after listing.

Investor category allocation: QIB, NII and retail split

The DRHP-related details also include the intended allocation framework. Not more than 50% of the net offer will be allocated to qualified institutional buyers (QIBs). Not less than 15% is reserved for non-institutional bidders (NIIs), while not less than 35% is reserved for retail bidders.

This split is significant for IPO demand dynamics because it shapes how much supply is available to each investor group. It also guides expectations for application strategy, particularly for retail and NII segments when the issue opens.

Intermediaries and deal management

NSE has appointed a syndicate of 20 investment bankers for the issue, along with legal advisers and other intermediaries. Reports name Kotak Mahindra Capital Co. and Morgan Stanley India Co. as among the book-running lead managers. Other names cited among managers include Citigroup Markets India and JM Financial.

The size of the banker group reflects the complexity and scale expected for a transaction of this profile, especially given the shareholder base, regulatory history, and the operational importance of the exchange to India’s capital markets.

Regulatory and timeline points investors are tracking

Some reports cited sources suggesting the draft papers could be filed in the week with a referenced target date of Thursday, June 19, 2026, while other reporting states the DRHP has already been filed on Wednesday, June 17. Separately, sources indicate the IPO could reach the market later in the year, with one report pointing to an October or November window.

Another ongoing point mentioned in reports is that NSE is yet to close out settlement proceedings with SEBI related to the co-location matter. Investors typically watch such disclosures closely because they can affect risk assessment and governance perception.

Key facts snapshot

Why the OFS-only structure changes the market conversation

A pure OFS shifts attention to pricing, shareholder exits, and public float, rather than capital raised for business investment. It also means that any “use of proceeds” discussion is largely irrelevant, because NSE does not receive the IPO proceeds.

For public-market investors, the practical focus is on the offer size relative to demand, the shareholder sell-down mix, and the disclosures in the DRHP around regulation and legal matters. Reports also highlight common checkpoints investors should scan in the DRHP, including valuation expectations from sellers, the final issue size, management commentary on long-term trading volume sustainability and competition, and any ongoing legal or regulatory disclosures.

Conclusion

NSE’s DRHP filing with SEBI sets the stage for a landmark public listing structured as a pure offer-for-sale of about 149 million shares, with the exchange expected to list on BSE. The next key milestone is SEBI’s review and approvals, after which NSE and the selling shareholders can move toward launching the IPO within the timelines indicated in reports.