NSE IPO DRHP: 14.89 Cr Shares OFS, No Fresh Issue Plan

What NSE filed with SEBI, and why it matters

The National Stock Exchange of India (NSE) has filed its Draft Red Herring Prospectus (DRHP) with SEBI for its long-awaited IPO. The offer is structured entirely as an offer-for-sale (OFS), meaning no new shares will be issued. As a result, NSE will not receive any proceeds from the IPO, and the entire amount raised will go to selling shareholders after offer expenses and applicable taxes. The price band is yet to be announced. Market attention is high because NSE is a core infrastructure institution for India’s capital markets and the listing is expected to be one of the most watched deals in years. Unlisted market pricing has pegged NSE’s valuation at around ₹5 lakh crore (₹5 trillion), and market estimates cited in the provided text suggest the IPO could be about ₹30,000 crore.

100% OFS structure: no fresh capital for NSE

NSE’s DRHP explicitly states “Fresh Issue: Not applicable,” underscoring the pure secondary nature of the offering. The proposed IPO consists of up to 14.89 crore equity shares (148,905,525 shares) with a face value of ₹1 each. This is stated to be nearly 6% of the exchange’s paid-up equity capital, with one disclosure quantifying it at about 6.02%. The DRHP-based figures also indicate NSE has 2,475,000,000 equity shares outstanding, or 247.5 crore shares. Because it is an OFS, the listing does not directly add cash to NSE’s balance sheet for expansion or capex. Instead, it provides partial monetisation and liquidity to existing shareholders who are offering shares in the sale.

Listing venue and issue mechanics disclosed

As per the provided text, NSE’s shares are proposed to be listed on BSE, mirroring how BSE’s shares are listed on NSE. The issue is expected to follow the book-building route. Allocation details cited from the DRHP include up to 50% reserved for qualified institutional buyers (QIBs), at least 15% for non-institutional investors, and at least 35% for retail investors. While the price band is not yet announced, the structure and reservations provide early visibility into how the issue may be distributed across investor categories. The DRHP language also clarifies that proceeds will be distributed to selling shareholders in proportion to the equity shares they offer.

Key selling shareholders and who is not selling

The selling shareholder list spans banks, insurers, and institutional investors. According to the DRHP references, State Bank of India (SBI) is the largest selling shareholder, proposing to sell up to 2.48 crore shares (24.79 million). Another large seller mentioned is MS Strategic (Mauritius) Ltd, an investment vehicle of Morgan Stanley, which plans to sell up to 1.60 crore shares (16 million). Other selling shareholders cited include Canada Pension Plan Investment Board, Aranda Investments (Mauritius), Bank of Baroda, Stock Holding Corporation of India, General Insurance Corporation of India (GIC Re), The New India Assurance Company, National Insurance Company, and United India Insurance Company.

At the same time, the DRHP-linked disclosures in the prompt indicate that some prominent shareholders will not participate. Life Insurance Corporation of India (LIC) is stated to be not participating in the share sale. Premji Invest, which holds a 2.35% stake, and investor Radhakishan Damani, with a 1.58% stake, are also not selling any shares, as per the DRHP reference in the text.

PSU shareholder positions highlighted in the DRHP

The prompt includes a breakdown of holdings by certain government-owned entities. IDBI Bank holds 74.16 lakh shares, followed by SBI with 64.28 lakh shares, SBI Capital Markets with 53.63 lakh shares, IFCI with 34.32 lakh shares, and Bank of Baroda with 10.99 lakh shares. Collectively, these five government-owned entities hold about 237.38 lakh shares, or about 2.37 crore shares. Separately, SBI is also described as the largest selling shareholder in the OFS with up to 2.48 crore shares proposed for sale, as per the DRHP references.

Financial performance: FY24 to FY26 and FY25 to FY26 shifts

NSE reported revenue from operations of ₹16,601 crore in FY26 versus ₹14,780 crore in FY24, while net profit rose to ₹10,302 crore from ₹8,305 crore over the same period (as cited in the text). The prompt also includes a year-on-year comparison showing FY26 revenue from operations declining 3.1% to ₹16,601 crore from ₹17,141 crore in FY25, while FY26 profit after tax fell 15.5% to ₹10,302 crore from ₹12,188 crore in FY25. Margin data in the DRHP excerpt shows operating EBITDA margin at 66.78% in FY24 and 66.85% in FY26. Profit after tax margin improved from 47.13% to 50.98% across the same period.

Dividends, special payout, and cash generation signals

Dividend history is a key element in the disclosures provided. NSE paid a dividend of ₹35 per share in FY25 and FY26, and the FY24 dividend is cited at ₹18 per share on a bonus-adjusted basis. In a separate update included in the prompt, NSE’s board recommended a final dividend of ₹35 per equity share for FY26, subject to shareholder approval at the ensuing AGM, and it is stated that this final dividend includes a special one-time dividend of ₹10 per share. The text frames this as reflecting strong cash generation even as NSE continues investments in technology and infrastructure. The dividend trajectory is also quantified in the DRHP excerpt as a rise from ₹18 to ₹35, implying a CAGR of 39.44% over the referenced period.

Quarterly update: Q4FY26 numbers cited

The prompt cites that in the March 2026 quarter (Q4FY26), NSE reported consolidated net profit of ₹2,871 crore, up 8.3% year-on-year from ₹2,650 crore. It also states that consolidated revenue from operations stood at ₹4,967.59 crore, up 22% from ₹3,771 crore in the corresponding quarter of the previous fiscal. Another operating line item mentioned is transaction charge income, which surged to ₹4,077 crore from ₹3,037 crore on a quarter-on-quarter basis, as per the text. These quarterly figures were presented alongside progress on the IPO and dividend disclosures.

Regulatory and legal overhangs: co-location settlement references

One of the most repeated themes in the supplied material is that the co-location matter had been an overhang on NSE’s IPO process. A research analyst cited in the text notes that the recent settlement of the long-running co-location case removed a key overhang that had weighed on the listing process for years. The prompt also mentions that NSE filed revised settlement terms with SEBI on March 13 involving ₹1,491.21 crore in co-location and dark fibre matters. Separately, it cites Reuters reporting that NSE submitted a settlement application on June 20, 2025, with earlier coverage pegging the proposal at ₹13.88 billion (₹1,388 crore). These references collectively indicate that regulatory closure on legacy issues has been central to enabling the IPO process.

Key numbers at a glance

Market impact and what investors will track next

Because the IPO is a pure OFS, the immediate financial impact is concentrated on shareholder liquidity rather than on NSE’s funding capacity. For investors, the core variables become offer pricing, the final OFS size within the stated cap, and the mix of selling shareholders. The disclosed financials show a longer-term rise from FY24 to FY26 in both revenue from operations (₹14,780 crore to ₹16,601 crore) and profit (₹8,306 crore to ₹10,302 crore), alongside a FY26 decline versus FY25 in revenue and profit. Dividend disclosures, including the ₹35 per share payout and the FY26 special one-time ₹10 component noted in the text, will also be a focus area in valuation discussions. Market participants are also likely to monitor how SEBI processes the DRHP and any further updates on the settlement track cited in the disclosures.

Conclusion

NSE’s DRHP filing sets the framework for a landmark Indian market listing built entirely around a secondary share sale of up to 14.89 crore shares, with no fresh issue and no proceeds flowing to the exchange. The disclosures highlight who is selling, who is not, and how NSE’s recent financial and dividend track record looks across FY24 to FY26 and FY25 to FY26. The next concrete milestones will be the announcement of the price band, finalisation of the offer structure within the stated limits, and further regulatory steps linked to the IPO timeline mentioned in company and media updates.