NSE IPO DRHP filed: 6% OFS sets up 2026 listing

Filing brings NSE closer to a long-pending listing

National Stock Exchange of India (NSE) has filed its draft red herring prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), reviving a public listing plan first initiated in 2016. The filing marks a key step after years of delays linked to regulatory scrutiny, litigation, and compliance issues. NSE is India’s largest bourse and is described as the world’s most active derivatives exchange. The IPO, as outlined in the draft documents, is structured entirely as an offer for sale (OFS), meaning existing shareholders will sell shares to the public. There is no fresh issue component, so NSE itself will not receive proceeds from the offering. Instead, all funds raised will go to the selling shareholders. Market participants have said the process could take at least three to four months after regulatory approvals, though NSE has not indicated a timeline.

Key terms in the draft prospectus

The DRHP states that up to 148.9 million equity shares will be offered, representing about 6% of NSE’s paid-up capital. The shares carry a face value of ₹1 each. Since the IPO is entirely an OFS, the offer does not raise growth capital for the exchange. The draft also positions the deal as potentially one of the largest IPOs in India, based on estimates cited by industry participants. One estimate in the reporting places the issue size at about ₹30,000 crore. Another reference, based on indicative grey market pricing, pegs the OFS size at roughly ₹29,780 crore.

Why NSE’s IPO has taken nearly a decade

NSE has been attempting to go public since 2016, when it first filed IPO papers with SEBI. That process was stalled due to regulatory proceedings and investigations, including an enforcement matter referenced in the reporting. One account links the delay to the co-location episode, where NSE was accused of giving select brokers unfair access to its servers. Over the years, the listing remained in limbo while the exchange addressed litigation and compliance requirements. The renewed DRHP filing is being positioned as a restart after regulatory clearance earlier this year.

SEBI clearance and the steps that followed

The exchange received a no-objection certificate (NOC) from SEBI earlier this year, which cleared the path for the DRHP filing. As a regulated entity, NSE needed approval from its sector regulator before moving ahead with the IPO process. NSE’s board approved an IPO through an offer for sale on 6 February 2026, according to a statement cited in the reporting: “Pursuant to the NOC issued by Sebi, the board approved an initial public offering of the Company through an offer for sale on 6 February 2026. No further comments at this stage.” Separately, one report states that in January 2026, NSE reached a ₹1,300 crore settlement with SEBI and received the go-ahead to refile its papers.

Offer-for-sale structure and selling shareholders

The draft documents describe the sale as being conducted by existing shareholders collectively divesting around 6% of their stake. Shareholders named in the reporting as selling stock include State Bank of India, Bank of Baroda, General Insurance Corp of India, Temasek, and Canada Pension Plan Investment Board. The documents also refer to state insurers among the shareholders. Because the transaction is a secondary sale, the central question for investors will be the offered valuation and the supply of shares hitting the market. The OFS structure also means the exchange’s balance sheet is not directly strengthened by the offer proceeds.

Valuation signals from unlisted trading and market talk

NSE is estimated to have an implied valuation of around $15 billion based on recent trading in the unlisted market, according to Reuters-cited reporting. Another set of references puts NSE’s unlisted-market valuation at about ₹5 trillion, and says a valuation near ₹7 trillion would imply a premium of roughly 40% to that unlisted benchmark. One report also describes grey market indicators suggesting a valuation of over ₹5 trillion. These figures are estimates referenced in the coverage, not a final IPO valuation announced by the exchange. The final price discovery will depend on regulatory feedback and the pricing process closer to launch.

How big could the IPO be versus recent deals

Industry participants estimate the offering could be about ₹30,000 crore, which would potentially make it India’s largest IPO to date. The reporting compares this with Hyundai Motor India’s IPO, which raised ₹27,859 crore in 2024. Another comparison cited is LIC’s ₹20,557-crore public offer. The sizing references underline why the transaction is being grouped among “mega IPOs” expected this year, alongside another large potential listing referenced in the coverage: Reliance Jio.

What happens next: SEBI review and possible timelines

After a DRHP filing, SEBI reviews the draft before issuing final observations. The reporting notes that this review process typically takes between 30 and 90 days. Following regulatory approval, the issuer is expected to file the final prospectus with the Registrar of Companies, after which the price band and bidding dates are determined. Separately, Reuters-cited expectations suggest the deal would likely take at least three to four months after approvals. Taken together, the process points to a multi-stage regulatory and documentation timeline rather than an immediate launch.

Market impact and why the listing matters

NSE is a central institution in India’s market infrastructure, and its shares becoming publicly traded would be a notable change for market participants and investors. A successful listing would also provide a clearer, regulated price benchmark for a widely held but unlisted company that has seen active trading in private markets. The scale of the OFS, the large shareholder base, and the exchange’s role in India’s equity and derivatives ecosystem make the transaction significant for capital markets sentiment. At the same time, the long delay and the references to past regulatory scrutiny mean investors are likely to focus closely on the DRHP’s legal and regulatory disclosures. Since there is no fresh issue, the offer’s primary financial impact is on shareholder liquidity rather than operational funding.

Key facts at a glance

Conclusion

NSE’s DRHP filing with SEBI marks a concrete restart of an IPO process that has been pending since 2016. The proposed IPO is a pure OFS of up to 148.9 million shares, with selling shareholders reducing holdings by about 6% and receiving all proceeds. The next milestones are SEBI’s observations on the draft, followed by the final prospectus filing and the setting of price and bidding dates. Market participants will watch the regulatory timeline, the final valuation outcome, and the disclosures around past regulatory matters as the process moves ahead.