NSE IPO 2026: DRHP filed for ₹30,000 crore OFS

Introduction: NSE takes the first formal step to list

The National Stock Exchange of India (NSE) has filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), advancing a long-awaited plan to go public. The draft papers lay out an initial public offering (IPO) that market estimates peg at about ₹30,000 crore, which could make it the biggest IPO in India. The proposed issue is structured as a pure Offer for Sale (OFS), meaning the exchange will not receive any proceeds from the share sale. NSE’s listing is expected to be on BSE, mirroring the arrangement where BSE’s shares are listed on NSE. The DRHP also outlines NSE’s scale in India’s cash and derivatives markets and positions it as a global leader in equity derivatives by contracts traded.

What NSE filed with SEBI and what comes next

According to the filing reported on June 18, NSE submitted the DRHP to SEBI to launch the IPO. The DRHP runs into 614 pages and has also been filed with BSE. The offer is described as a 100% book-built issue, with the price band to be announced. Because the filing is a draft prospectus, key commercial details such as the final issue price and exact proceeds to each seller will depend on the eventual offer terms. For investors tracking timelines, the DRHP filing is a key milestone, but it is not the final approval.

Offer structure: 14.89 crore shares, fully OFS

The IPO comprises up to 148,905,525 equity shares (about 14.89 crore shares) with a face value of ₹1 each. The DRHP and reports around the filing state that this represents nearly 6% of NSE’s paid-up capital. Crucially, the offer is entirely an OFS, so there is no fresh issue of shares. As a result, NSE “will not be receiving any proceeds” from the IPO, as cited in the DRHP commentary.

Potential size: ₹30,000 crore, pitched as a record

Multiple reports based on industry estimates place the issue size at around ₹30,000 crore. ANI reported that the offering is set to surpass Hyundai Motor India’s ₹27,859 crore IPO in October 2024, potentially making it the largest IPO in Indian history. Separately, another estimate referenced Hyundai’s issue at around ₹27,000 crore to ₹28,000 crore. The common thread across reports is that the NSE IPO is being framed as a record-sized primary market event, subject to final pricing.

Who sells: SBI expected to be the biggest seller; LIC not selling

The selling shareholders are existing institutional investors and state-run financial entities. SBI is expected to be the largest shareholder offloading stake in the IPO. The DRHP-linked disclosures also state that SBI would sell shares worth about ₹4,950 crore at an assumed IPO price of ₹2,000 per share, and that those shares were acquired at a weighted average cost of ₹1.98 crore, as per the draft prospectus disclosure cited.

LIC, which is among prominent institutional shareholders mentioned in the broader coverage, has chosen not to sell its shares in the offer. The DRHP also indicates that five PSU shareholders, including SBI and IDBI Bank, plan to offload 2.37 crore shares in the upcoming IPO.

Book runners: 20 banks named as lead managers

NSE has appointed 20 investment banks as book running lead managers (BRLMs) for the IPO. As per the DRHP summary reported, the BRLMs include Kotak Mahindra Capital Company, JM Financial, Morgan Stanley India Company, Citigroup Global Markets India, HSBC Securities and Capital Markets (India), J.P. Morgan India, SBI Capital Markets, Anand Rathi Advisors, Avendus Capital, Axis Capital, DAM Capital Advisors, Equirus Capital, HDFC Bank, ICICI Securities, IDBI Capital Markets & Securities, IIFL Capital Services, Motilal Oswal Investment Advisors, Nuvama Wealth Management, Pantomath Capital Advisors and 360 ONE WAM.

What the DRHP says about NSE’s market leadership

The DRHP and supporting references cited in coverage place NSE among the most dominant market infrastructure institutions in India. As per the World Federation of Exchanges references cited, NSE is described as the largest equity derivatives exchange globally. For FY2026, it is reported to have a global market share of 11.38% in number of trades in cash equities and 51.18% in contracts traded in equity derivatives.

Within India, the DRHP commentary highlights that there are two large exchanges, NSE and BSE, but NSE leads across key segments. It is cited as having market share of 92.99% in the cash market based on total turnover, 99.79% in equity futures based on total turnover, and 74.71% in equity options. Another line in the coverage says that as of March 31, 2026, NSE is the largest exchange in India by total turnover in cash market and the third largest globally by number of trades in cash equities.

Listing journey: multi-year process and recent regulatory steps

The filing is positioned as the culmination of a multi-year attempt to list, after what coverage describes as regulatory roadblocks that previously stalled the process. One report notes that NSE’s board approved the proposed IPO on February 6 after the exchange received a No Objection Certificate (NOC) from SEBI in January 2026. The comparison point frequently used is that BSE listed in 2017, while NSE’s listing has taken longer to reach this stage.

Risks highlighted: volumes, regulation, and technology

Beyond scale, the DRHP flags risk factors that matter for an exchange where revenues and profitability are closely tied to market activity. The draft points to dependence on trading volumes, especially derivatives, making earnings sensitive to market cycles and regulatory changes. It also notes ongoing regulatory scrutiny and legal proceedings. Technology-related risks are highlighted as well, including system disruptions and cybersecurity threats such as cyberattacks, given NSE’s role as critical market infrastructure.

Market impact: why a pure OFS structure matters

For the broader market, the planned listing is significant because it brings a major market infrastructure institution to the public markets while keeping the IPO as a secondary sale. Since the IPO is fully OFS, the primary effect is a change in shareholding rather than capital infusion into NSE. For existing shareholders, it provides an avenue to pare stakes in a structured way. For public market investors, the DRHP’s market share disclosures and risk factors will likely be central to evaluating the business model, particularly the emphasis on derivatives volumes.

Key facts snapshot

Market share metrics cited for FY2026

Conclusion

NSE’s DRHP filing sets the stage for a potential record IPO in India, structured as a pure OFS of about 14.89 crore shares and targeted for listing on BSE. The draft places heavy emphasis on NSE’s dominant position in Indian trading and its global standing in equity derivatives, while also detailing risks tied to volumes, regulation, and technology resilience. The next key milestones will be SEBI’s review process and the announcement of the price band and final offer timetable.