The National Stock Exchange of India (NSE) has moved a step closer to its long-awaited stock market debut by filing draft red herring prospectus (DRHP) papers with the Securities and Exchange Board of India (SEBI) for an estimated ₹30,000 crore initial public offering (IPO). If successful, the share sale could become the largest public issue in Indian capital market history.
The proposed
IPO, filed on Wednesday, comes nearly a decade after NSE first attempted to go public in 2016. Its listing plans were subsequently delayed by regulatory concerns and investigations, particularly the co-location controversy that remained a major hurdle for years.
At the expected size, the issue would surpass the ₹27,870 crore IPO of Hyundai Motor India in October 2024 and exceed the ₹21,000 crore offering of Life Insurance Corporation of India (LIC) in 2022, making it the largest IPO ever launched in India.
Entirely an Offer for Sale
According to the DRHP, the IPO will be entirely an offer-for-sale (OFS) of up to 148.9mn (million) shares, representing nearly 6% of NSE's paid-up capital. Since no fresh shares are being issued, the Exchange will not receive any proceeds from the offering.
Instead, existing shareholders, including banks, insurance companies and institutional investors, will partially monetise their holdings.
Among the largest sellers, State Bank of India (SBI) plans to offload up to 24.79mn shares, while MS Strategic (Mauritius) Ltd, an investment vehicle of Morgan Stanley, will sell up to 16mn shares.
Other selling shareholders 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.
The issue will follow the book-building route, with up to 50% reserved for qualified institutional buyers (QIBs), at least 15% for non-institutional investors and at least 35% for retail investors.
Valuation May Exceed ₹5 Lakh Crore
Market participants estimate the IPO could value NSE at more than ₹5 lakh crore, potentially placing it among India's 10 most valuable listed companies.
Based on activity in the unlisted market, the Exchange is estimated to be worth around US$55bn (billion), comparable with several leading global exchange operators and not far behind the valuation of the London Stock Exchange Group.
The IPO is also expected to be one of the marquee public offerings likely to shape India's primary market this year, alongside the anticipated listing of Reliance Jio.
End of a Long Regulatory Journey
The filing marks a significant milestone in NSE's prolonged pursuit of a public listing.
NSE first sought to go public in 2016 with plans to raise around ₹10,000 crore through a sale of shares by existing investors. However, the proposal stalled after SEBI launched investigations into governance lapses and the co-location case, in which certain brokers were alleged to have received preferential access to NSE's trading systems and unfair market advantages. Regulatory approval was withheld and the original offer documents were eventually withdrawn.
Over the years, NSE repeatedly sought regulatory clearance while strengthening governance and compliance frameworks.
As reported by Moneylife, in January 2024, Ashish Chauhan, managing director (MD) of NSE, with board approval, wrote to SEBI seeking an amicable resolution of all pending litigation arising from the co-location scandal through settlement or payment of penalties.
A major breakthrough came earlier this year when SEBI granted in-principle approval to NSE's settlement application in the unfair market access case. NSE had offered to pay ₹1,388 crore to settle the long-running dispute.
To prepare for the listing, NSE appointed a syndicate of 20 merchant bankers, including Kotak Mahindra Capital, JM Financial, Morgan Stanley India, Citi, HSBC, JP Morgan India, SBI Capital Markets, Axis Capital, ICICI Securities and HDFC Bank.
Dominant Position in Indian and Global Markets
Founded in 1992, NSE has grown into India's largest stock exchange and one of the world's most significant trading platforms.
According to the DRHP, NSE has remained India's largest stock exchange by cash market turnover and equity derivatives turnover from FY2000-01 through FY2025-26.
Data from the World Federation of Exchanges shows that NSE retained its position as the world's largest equity derivatives exchange during FY2025-26, recording more than 36.99bn contracts traded, including volumes on NSE International Exchange.
The Exchange was also the world's third-largest venue by number of cash equity trades executed as of 31 March 2026.
NSE describes itself as a first-level regulator responsible for ensuring equal, transparent and fair market access, safeguarding investor interests and maintaining orderly market operations.
Investor Participation Surges
The Exchange highlighted its role in expanding retail participation in India's capital markets.
Its base of unique registered investors increased from 30.87mn in March 2020 to 129.1mn by March 2026, representing a compound annual growth rate (CAGR) of 26.9%.
According to the filing, investors on the platform are now present across more than 99% of India's postal codes, underscoring the widening reach of equity investing beyond metropolitan centres.
During FY25-26, around ₹20.3trn (trillion) was mobilised through the Exchange's platform, highlighting its importance in capital formation and fundraising.
Technology Backbone
NSE's filing also showcases the scale of its technology infrastructure. The Exchange says its systems process between 12bn and 14bn messages daily. On 4 June 2024, it recorded its highest-ever trading activity, with 293.85mn trades executed across segments in a single day.
NSE operates a vertically integrated model spanning trading, clearing, settlement, listing services, market data, indices, analytics and international exchange operations.
Its subsidiaries include NSE Clearing Ltd, NSE Indices Ltd, NSE Data and Analytics Ltd and NSE International Exchange at GIFT City.
Financial Performance
For FY25-26, NSE reported revenue from operations of ₹16,601 crore, compared with ₹14,780 crore in FY23-24. Net profit stood at ₹10,302 crore, up from ₹8,305 crore two years earlier.
However, compared with FY24-25, profit after tax (PAT) declined around 15% from ₹12,188 crore to ₹10,302 crore, while total income slipped to ₹18,713 crore from ₹19,177 crore.
For the quarter ended March 2026, PAT rose 8% year-on-year to ₹2,871 crore, while total income increased 22% to ₹5,360 crore.
Investors Eye Significant Gains
The proposed listing is expected to unlock substantial value for long-term shareholders, many of whom acquired their stakes years ago at nominal prices.
Among public-sector insurers, GIC Re plans to sell more than 10.6mn shares acquired at ₹5.26 apiece. The New India Assurance, National Insurance Company and United India Insurance Company acquired their shares at less than Re1 each and are also partially exiting through the IPO.
The development triggered investor interest in some of the shareholder companies. Shares of The New India Assurance Company surged nearly 14% on Thursday after details of the IPO became public.
With SEBI now reviewing the draft prospectus, market participants expect NSE's long-delayed listing process to enter its final phase. Subject to regulatory approvals and market conditions, the Exchange is expected to make its market debut within the coming months, marking a landmark moment for India's capital markets.
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