NSE files DRHP for landmark IPO, valuation seen near ₹5 trillion

The National Stock Exchange of India (NSE) has filed its draft red herring prospectus with the Securities and Exchange Board of India for an initial public offering of 149 million shares, a pure offer for sale that could value the bourse at about ₹5 trillion and raise roughly ₹29,780 crore, as per grey market indications.

The filing, coming after SEBI granted a no‑objection and NSE settled the co‑location case earlier this year, positions what could be India’s largest IPO by issue size and will see the exchange list its shares on rival BSE Ltd.

Market overview and IPO structure

Item	Detail	Comments
Issuer	National Stock Exchange of India Ltd	India’s largest bourse, dominant in derivatives and cash equities.
Issue type	Pure offer for sale	No fresh shares, proceeds to existing shareholders.
Offer size	149 million shares (approx. 6% of capital)	As per DRHP, entire stake sale by current investors.
Estimated issue value	₹29,780 crore (approx.)	Based on grey market price of at least ₹2,000 per share.
Implied valuation	Over ₹5 trillion	Would rank among India’s most valuable listed financials.
Listing venue	BSE Ltd	Regulations bar NSE from listing on its own platform.

• DRHP filing follows SEBI no‑objection issued in January 2026.
• IPO expected to be among the largest in Indian capital market history.
• About 6% of NSE’s paid‑up equity is being offered to public investors.
• NSE itself will not receive any IPO proceeds, as no new capital is raised.

Key selling shareholders and ownership

Shareholder	Role in IPO	Comments
State Bank of India (SBI)	Largest seller, up to 24.75 million shares	Major domestic institutional shareholder trimming stake.
MS Strategic (Mauritius) Ltd	Selling up to 16 million shares	Affiliate of Morgan Stanley.
Canada Pension Plan Investment Board	Selling up to 11.87 million shares	Large foreign institutional investor.
Aranda Investments (Mauritius) Pte Ltd	Selling up to 11.24 million shares	Temasek affiliate reducing exposure.
Bank of Baroda, Stock Holding Corp, GIC Re, New India Assurance	Around 11 million shares each	Public sector and institutional holders monetising part stakes.
National Insurance Co, United India Insurance Co	Around 6 million shares each	PSU insurers partially exiting.
Life Insurance Corporation of India (LIC)	Not selling	Remains largest shareholder with 10.72% stake.
Premji Invest, Radhakishan Damani	Not selling	Retain stakes of 2.35% and 1.58% respectively.

• Current regulations cap single shareholder stakes at 5% without specific approval.
• Banks and insurers can hold up to 15% under the regulatory framework.
• The OFS provides liquidity to long‑term institutional investors across public and private sectors.

Valuation, unlisted market pricing and peer comparison

Entity / Metric	Value	Context
NSE unlisted share price	₹1,950 to ₹2,170	Implies valuation near ₹5 lakh crore in grey/unlisted market.
Implied P/E for NSE	Around 45x FY26 earnings	As cited by market participants tracking unlisted trades.
BSE Ltd P/E	Around 70x	Based on recent trading multiples.
MCX P/E	Around 80x	Highlights premium for listed exchange platforms.

• At grey market levels, NSE would surpass past large IPOs by issue size.
• The potential issue could exceed Hyundai Motor India and LIC offerings by value.
• Market participants describe NSE as a capital‑light, near‑monopoly exchange business.
• “NSE remains a capital-light near-monopoly. At around ₹1,950-2,170 in the unlisted market, it trades near 45x FY26 earnings. That is rich, but below BSE at around 70x and MCX at around 80x,” said Nitant Darekar, research analyst at Bonanza.

Business performance and revenue mix

Financial metric (FY26)	Value	YoY change
Total revenue	₹16,601 crore	Down 3% from ₹17,141 crore.
Net profit	₹10,302 crore	Down 15% year on year.
Transaction charges income	₹13,057 crore	Down 4% from ₹13,636 crore.
Clearing and settlement income	₹251 crore	Down 22% from ₹321 crore.

• Revenue decline driven mainly by lower transaction and clearing income.
• Earnings remain closely tied to derivatives trading volumes.
• Market participants flag sensitivity to regulatory changes in futures and options.
• Recent SEBI curbs on retail F&O participation have weighed on exchange revenues.

Regulatory backdrop and SEBI actions

• NSE’s first IPO attempt in 2016 was halted amid the co‑location controversy.
• Allegations involved select brokers getting faster access to market data via NSE servers.
• The case led to governance changes and a leadership overhaul at the exchange.
• In January 2026, NSE agreed to a ₹1,300 crore settlement with SEBI, clearing a key hurdle.
• SEBI has recently warned investors against trading unlisted shares on unauthorised platforms.
• The regulator reiterated that only recognised stock exchanges can host fundraising and secondary trading.

Listing process and timeline considerations

• SEBI will now review the DRHP and issue observations.
• Formal observation period is 30 days from satisfactory clarifications, as per regulations.
• Legal experts expect a longer review given NSE’s size and past regulatory overhang.
• After SEBI clearance, NSE will file the final prospectus with the Registrar of Companies.
• Price band and bidding dates will be set post‑approval in consultation with merchant bankers.

Competitive landscape and implications for investors

• Once listed, NSE will directly compete with BSE Ltd in the public markets.
• BSE has been listed since 2017 and its shares have risen over 50% in the past year.
• BSE trades at a P/E multiple above 70, reflecting investor appetite for exchange businesses.
• The NSE IPO will allow direct retail and institutional ownership in India’s largest bourse.
• “The stock exchange business globally is a unique and highly resilient market infrastructure business, and the listing of an institution of NSE’s calibre will allow small investors to own a stake in one of India’s most important financial institutions,” said Dinesh Thakkar, chairman and managing director of Angel One.

SEBI advisory on unlisted NSE shares

• Ahead of the IPO, SEBI has cautioned against trading unlisted shares via unauthorised platforms.
• The regulator stressed that only recognised exchanges can provide trading and fundraising venues.
• The advisory comes amid active grey market interest in unlisted NSE shares.

FAQ

Q: Will NSE receive any money from its IPO?

• No. The IPO is a pure offer for sale by existing shareholders, so proceeds go entirely to them.

Q: Where will NSE shares list after the IPO?

• NSE cannot list on its own platform under current rules, so its shares will list on BSE Ltd.

Q: How is NSE valued in the unlisted market before listing?

• Unlisted trades indicate prices around ₹1,950 to ₹2,170 per share, implying valuation near ₹5 trillion.

Frequently Asked Questions

Will NSE receive any proceeds from its IPO?

No. The IPO is structured as a pure offer for sale of existing shares, so all proceeds go to selling shareholders, not to NSE.

What valuation is implied for NSE by the DRHP filing?

Based on grey market pricing of at least ₹2,000 per share for 149 million shares, NSE is implied to be valued at over ₹5 trillion.

Why will NSE list on BSE instead of its own exchange?

Regulations bar a stock exchange from listing its own shares on its platform, so NSE will list on rival BSE Ltd.