NSE Files IPO DRHP: Everything You Need to Know

Breaking: NSE filed its 607-page DRHP with SEBI on 17 June 2026. The DRHP is not yet publicly available online as SEBI processes the filing. All details in this article are sourced from financial news reporting published between 17 June 2026 and 7:48 AM IST on 18 June 2026. The price band and final issue size will be determined after SEBI observations are received.

After nearly a decade of delays, regulatory battles, and the longest-running IPO anticipation story in Indian capital markets history, the National Stock Exchange of India filed its 607-page Draft Red Herring Prospectus with SEBI on 17 June 2026. The filing, made on a Wednesday evening, converts what has been a market expectation since 2016 into a formal regulatory process. NSE is now on the clock for a listing before December 2026, most likely on the BSE.

The DRHP is not yet publicly accessible online as SEBI processes the document. The price band and final valuation will be set after SEBI reviews the filing and issues observations, a process that typically takes 30 to 75 days.

NSE's IPO is not just another large offering. It is the listing of the infrastructure on which India's entire equity and derivatives market runs. Every listed company, every SIP, every F&O trade, and every Nifty 50 index product ultimately depends on NSE's systems. The valuation of this infrastructure, and whether public market investors price it richly or conservatively, will be one of the most significant capital markets events of 2026.

The Deal at a Glance

Parameter	Detail	Source / Note
DRHP filing date	17 June 2026	Filed with SEBI; 607 pages; not yet publicly available on SEBI website at time of writing
IPO structure	Pure Offer for Sale (OFS); zero fresh issue component	NSE will receive no proceeds from the IPO; all money goes to selling shareholders
Total shares in OFS	Up to 14.89 crore (148,905,525) equity shares	Approximately 6% of NSE's paid-up capital of approximately 247 crore shares
Face value per share	Rs 1 per share	As stated in the DRHP
Expected issue size	Rs 21,000 to Rs 30,000 crore	Range cited across multiple news sources; final size depends on price band set post-SEBI observations
Implied valuation	Rs 4.7 lakh crore to Rs 5 lakh crore; unlisted market trading at Rs 2,000 to Rs 2,050 per share implying ~Rs 5 lakh crore	Pre-IPO grey market pricing; final listed valuation depends on price band
Listing exchange	BSE (Bombay Stock Exchange)	Cross-listing dynamic: BSE shares trade on NSE; NSE shares expected to trade on BSE
Listing target	Before December 2026; most likely Q3 FY27 (October to December 2026)	Subject to SEBI observations timeline and market conditions
Book-building process	QIBs: not more than 50%; NIIs: not less than 15%; Retail: not less than 35%	Standard mainboard allocation; retail portion follows normal mainboard IPO rules
Lead bankers	Kotak Mahindra Capital, Morgan Stanley India, J.P. Morgan India, HSBC, SBI Capital Markets, JM Financial, Axis Capital, Citigroup, ICICI Securities, and 11 others (20 BRLMs total)	Registrar: MUFG Intime India; 8 law firms also involved
Independent adviser	Rothschild and Co.	Appointed earlier to oversee listing process and banker selection

Who Is Selling: The Selling Shareholder List

NSE has no promoter. Its entire shareholding is held by financial institutions, insurance companies, pension funds, and individual investors. The selling shareholders in the OFS represent a cross-section of these existing holders, each offloading a portion of their stake at the IPO price. NSE itself retains all the proceeds from any shares it does not sell, and as the company receives no fresh issue component, there is no capital raise for the company's balance sheet.

Selling Shareholder	Shares Offered (up to)	Context
State Bank of India (SBI)	2.47 crore shares	Largest single seller; SBI holds approximately 4.33% via SBI Capital Markets; the IPO is a partial liquidity event for the bank
Canada Pension Plan Investment Board (CPPIB)	1.87 crore shares	Major global institutional investor; selling a portion of its NSE stake; remainder retained
MS Strategic (Mauritius) Limited	1.60 crore shares	Morgan Stanley-linked vehicle; financial investor stake
Aranda Investments (Mauritius) Pte Ltd	1.12 crore shares	Temasek-linked vehicle; Singapore sovereign wealth fund exposure to NSE; Temasek holds 4.54% stake
Bank of Baroda	1.09 crore shares	Public sector bank; liquidity event on long-held stake
Stock Holding Corporation of India Ltd	1.08 crore shares	Holds 4.44% stake; government-linked entity
General Insurance Corporation of India (GIC Re)	1.06 crore shares	Public sector reinsurer; partial exit from NSE holding
The New India Assurance Company	Shares offered (quantity from DRHP)	Public sector insurer; part of the OFS
National Insurance Limited	Shares offered (quantity from DRHP)	Public sector insurer; part of the OFS
United India Insurance Company	Shares offered (quantity from DRHP)	Public sector insurer; part of the OFS

The selling shareholder list reveals that NSE's IPO is primarily an exit mechanism for Indian public sector financial institutions and global institutional investors who have held stakes for many years.

Life Insurance Corporation of India (LIC), the largest shareholder with 10.72 percent, is not listed as a selling shareholder in the published reports, suggesting LIC is retaining its stake through the IPO. Similarly, notable investors such as Radhakishan Damani (1.58 percent, or 3.90 crore shares) and Premji Invest (2.38 percent, through PI Opportunities Fund-I) have not been confirmed as selling shareholders.

More than 1.85 lakh retail investors who hold approximately 30.75 crore shares (12.42 percent of NSE's equity) are also not participating as selling shareholders in this OFS. These retail holders, who have owned NSE shares through the unlisted market over the years, will see their holdings remain with them until after the IPO listing, at which point they will be able to sell on the BSE in the secondary market.

NSE's Full Shareholding Structure Before the IPO

Shareholder	Stake (approx)	Shares (approx)
Life Insurance Corporation of India (LIC)	10.72%	26.53 crore shares; largest single shareholder; not selling in OFS
Aranda Investments Mauritius (Temasek)	4.54%	11.24 crore shares; selling 1.12 crore in OFS
Stock Holding Corporation of India	4.44%	Selling 1.08 crore in OFS
SBI Capital Markets Limited	4.33%	Selling 2.47 crore in OFS
Premji Invest (PI Opportunities Fund-I)	2.38%	5.89 crore shares; not confirmed as OFS seller
Radhakishan Damani	1.58%	3.90 crore shares; not confirmed as OFS seller
GIC Re	1.64%	4.07 crore shares; selling 1.06 crore in OFS
New India Assurance / National Insurance / Oriental Insurance	1.42% each	3.52 crore shares each; partial sellers
Retail investors (1.85 lakh+ holders)	12.42%	30.75 crore shares; not in OFS
Other domestic institutions (Tata Investment, JM Financial, BSE Ltd, MCX, HDFC Bank, Canara Bank, PNB, Bank of Baroda, Union Bank)	Various	Multiple smaller stakes; partial sellers in some cases

NSE's Financial Performance: The Numbers in the DRHP

NSE is one of the most profitable market infrastructure institutions in India. Its FY26 financials, as disclosed in the DRHP and reported by news sources, present a mixed picture: an exchange that generates extraordinary profits at extraordinary margins but which saw both revenue and profit decline year-on-year in FY26 for the first time in years.

Financial Metric	FY26	FY25	FY24
Revenue from operations	Rs 16,601 crore	Rs 17,141 crore	Rs 14,780 crore
Year-on-year revenue change	Down 3.1%	Up 16.1%	High growth year
Profit after tax	Rs 10,302 crore	Rs 12,188 crore	Rs 8,305 crore
Year-on-year PAT change	Down 15.5%	Up 46.8%	Strong growth
Net margin	Above 50% (Rs 10,302 crore profit on Rs 16,601 crore operating revenue)	Above 70% in FY25	Strong but lower margin year
Total income (including other income)	Rs 18,700 crore approximately	Higher in FY25	FY24 lower
Daily messages processed	12 to 14 billion as of March 31, 2026	One of highest-throughput exchange systems globally	Reflects derivatives and cash market combined volume
Highest cumulative trade day	293.85 million trades on June 4, 2024	All-time NSE record	Reflects derivatives dominance
Global ranking (equity derivatives)	Largest equity derivatives exchange globally; 36.99 billion contracts in FY26	World Federation of Exchanges ranking	Dominant across F&O; third largest globally in cash equity trades

The revenue and profit decline in FY26 is the most important financial disclosure in the DRHP and will be the central question in investor conversations during the IPO roadshow. NSE's transaction charges account for the bulk of its revenue, and transaction charges are directly correlated with trading volumes.

FY25 was an extraordinary year for Indian equity volumes, driven by the F&O retail trading boom. SEBI's October 2024 measures to reduce speculative options activity (higher contract sizes, fewer weekly expiry contracts, increased margins) directly reduced F&O volumes and therefore NSE's transaction charge revenue in FY26.

The 15.5 percent decline in PAT on a 3.1 percent revenue decline reflects the operating leverage of the exchange business: a small revenue decline translates to a proportionally larger profit decline because the cost base is largely fixed. When revenue recovers (through either volume recovery or new product launches), the same operating leverage should work in the opposite direction. Whether FY26 represents a cyclical trough or the beginning of a structural volume decline is the key analytical question for IPO investors.

NSE's FY26 PAT fell 15.5% to Rs 10,302 crore from Rs 12,188 crore in FY25. The cause is SEBI's October 2024 F&O curbs that reduced speculative options volumes. The IPO is being priced off a trough-year earnings base. Whether that is an opportunity or a risk depends on whether F&O volumes recover.

NSE is not a conventional business. It is a market infrastructure institution, which means it provides the underlying plumbing on which all of India's listed equity trading occurs. Understanding its business model is essential to evaluating the IPO.

NSE operates as a vertically integrated stock exchange. It provides the trading platform, the clearing and settlement infrastructure (through NSE Clearing Limited), the index business (through NSE Indices Limited, which owns and licenses the Nifty indices), the data and analytics business (through NSE Data and Analytics), and international exchange operations in GIFT City (through NSE International Exchange). It also provides mutual fund registry services and back-end exchange support.

The revenue mix reflects this vertical integration. Transaction charges (the fees paid by stockbrokers for each order processed on the exchange) are the dominant revenue line, accounting for the majority of operating revenue.

Data and connectivity fees (paid by trading members for co-location, data feeds, and market access) are the second revenue stream. Listing fees from companies that list on NSE are a smaller but stable revenue line. The index licensing business, which earns royalties from mutual funds and ETFs that track the Nifty indices, is a high-margin, growing revenue stream.

NSE's 257 million investor accounts as of the filing date, and its position as the platform on which effectively all Indian equity derivatives trading occurs, create a natural monopoly in the core business.

No competing exchange has meaningfully challenged NSE's dominance in equity and derivatives since it overtook BSE in market share in the early 2000s. This monopoly-like position in F&O (where NSE has close to 100 percent market share by volume) is both the source of NSE's extraordinary margins and the primary regulatory concern that SEBI has had about the exchange's listing.

The co-location controversy, which delayed NSE's original 2016 DRHP for nearly a decade, related to allegations that certain brokers received preferential access to NSE's trading systems, allowing them to front-run orders. NSE settled this matter with SEBI in June 2025 with a payment of Rs 1,387.39 crore, the largest-ever settlement plea filed with the regulator. The DRHP discloses the settlement and the legacy regulatory matters, as required.

NSE's unlisted shares were trading at approximately Rs 2,000 to Rs 2,050 per share as of the DRHP filing, implying a market capitalisation of approximately Rs 4.95 to Rs 5.07 lakh crore. This is the grey market's verdict on what NSE is worth before the IPO. Whether this valuation is justified, generous, or conservative depends heavily on the valuation framework used and the earnings base applied.

Comparing NSE to BSE on a price-to-earnings basis: BSE's share price was approximately Rs 3,985 on 17 June 2026, down 4.26 percent on the day of NSE's DRHP filing in a classic sell-the-news reaction. BSE's market cap at this price is approximately Rs 56,000 to Rs 58,000 crore. NSE's implied market cap from grey market trading at Rs 5 lakh crore is approximately 8 to 9 times larger than BSE's market cap.

On profitability: NSE's FY26 PAT of Rs 10,302 crore versus BSE's FY26 PAT (significantly lower, reflecting BSE's smaller revenue base). NSE's FY26 P/E at the Rs 5 lakh crore valuation is approximately 48 to 50 times FY26 earnings. If FY26 is indeed a trough year and earnings recover, the forward P/E would be lower. Using NSE's FY25 PAT of Rs 12,188 crore, the implied P/E at Rs 5 lakh crore is approximately 41 times, which is more reasonable for a monopoly infrastructure asset with strong pricing power.

The bull case for the valuation: NSE is a monopoly in Indian equity derivatives, generates more than 50 percent net margins, processes 12 to 14 billion messages per day, has 257 million investor accounts that will grow with India's expanding financial inclusion, owns the Nifty brand (which has global licensing value), and operates in a market where equity participation is still a fraction of what comparable economies exhibit. At 41 to 50 times earnings, you are paying for this monopoly franchise, not for this year's earnings.

The bear case: FY26 earnings declined 15.5 percent on the back of regulatory action that directly targeted NSE's highest-margin revenue stream. If SEBI further restricts F&O activity (a genuine risk given the regulator's stated concerns about retail losses in options trading), the earnings base could decline further. The co-location settlement revealed governance concerns at the exchange. And a listed NSE faces the fundamental irony that its regulator (SEBI) and one of its largest shareholders (via institutional holdings) are both entities with interests that may not perfectly align with maximising returns for public shareholders.

BSE Ltd shares fell approximately 4.26 percent to Rs 3,985 on 17 June 2026, touching a day low of Rs 3,977.30. The decline was direct and immediate: NSE's DRHP filing was confirmed mid-day, and BSE shares sold off through the afternoon session.

The reason for the BSE decline is straightforward. Before NSE's listing, BSE is the only publicly traded exchange in India. Investors who want exchange-sector exposure must own BSE. Once NSE lists on BSE, investors can choose between two listed exchanges, and the relative valuation of both will be continuously available and continuously scrutinised. Any investor who thinks NSE is cheaper on earnings or growth metrics can sell BSE and buy NSE. Any investor who thinks BSE is undervalued relative to NSE can do the opposite.

BSE had rallied significantly in anticipation of the NSE IPO, from approximately Rs 3,030 in June 2025 to Rs 4,162 in the days before the DRHP filing. The IPO filing is now moving from anticipation to execution, and the sell-the-news reaction reflects investors who had bought BSE on NSE IPO expectations taking profit. Whether BSE's decline continues or reverses depends on the pricing of the NSE IPO: if NSE prices richly (at or above Rs 5 lakh crore valuation), it validates BSE's relative valuation. If NSE prices conservatively, BSE may look overvalued by comparison.

What Happens Next: The Timeline to Listing

The DRHP filing is not the last step before the IPO opens for subscription. Several milestones remain.

• SEBI review and observations: SEBI typically takes 30 to 75 days to issue observations on a DRHP. Given the complexity of NSE's business, the co-location disclosure, and the scale of the offering, a full 75-day review is possible. SEBI observations are public and are uploaded on SEBI's website. This is when SEBI may ask for additional disclosures or clarifications. The DRHP will be updated to address SEBI's observations before the final Red Herring Prospectus (RHP) is filed.

• Price band finalisation: After SEBI issues observations and the company files its updated RHP, it announces the price band for the IPO in consultation with the book-running lead managers. This will be the first time the public knows the specific price at which NSE will offer its shares. Given the large range of implied valuations currently (Rs 4.7 lakh crore to Rs 5 lakh crore from grey market data), the price band announcement will be a major market event.

• Anchor investor allocation: One to two days before the IPO opens, anchor investors (large institutional investors) are allocated up to 60 percent of the QIB portion. NSE's anchor book will likely include domestic mutual funds (particularly large equity funds that will be required to hold an exchange stock as part of index tracking), foreign institutional investors, and sovereign wealth funds.

• IPO subscription period: Typically 3 days for mainboard IPOs. Retail investors apply through their brokers via ASBA. Given the profile of the NSE IPO, subscription multiples in the QIB and NII categories will likely be very high. Retail oversubscription also expected, given the 35 percent retail allocation.

• Listing on BSE: Expected before December 2026. The most likely window, given the DRHP filing on 17 June, is October to November 2026 assuming SEBI observations by mid-August and a September-October subscription period.

For the first time, retail investors will be able to own equity in the exchange on which they trade. This is simultaneously a symbolic and a practical proposition, and the distinction between the two matters for investment decisions.

The symbolic appeal: owning NSE stock means owning a piece of the infrastructure that processes your trades, houses your demat through CDSL and NSDL, and generates the Nifty indices your mutual funds track. It is a claim on the fee income generated by India's capital market growth. As more Indians enter the equity market, NSE processes more trades and earns more transaction charges. The alignment between retail investor activity and NSE's business model is real.

The practical questions: the valuation at which NSE lists, whether FY26 is a trough or the start of a structural earnings decline, what SEBI does next with F&O regulation, and whether a listed NSE faces any conflict-of-interest complications in its relationship with SEBI. None of these are resolved by the DRHP filing. They will be answered progressively as the process moves toward listing.

The 35 percent retail allocation in the book-building process means retail investors will have a meaningful opportunity to apply. Based on the implied issue size of Rs 21,000 to Rs 30,000 crore, the retail portion would be approximately Rs 7,350 to Rs 10,500 crore. This is large enough to accommodate significant retail demand, though a heavily subscribed IPO will result in computerised lottery allotment as with any oversubscribed mainboard issue.

For existing unlisted market holders of NSE shares (more than 1.85 lakh retail investors who hold 30.75 crore shares in the unlisted market), the listing creates liquidity but does not require them to sell at the IPO price. They can hold through the IPO and sell in the secondary market on BSE after listing.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. All details are sourced from financial news reporting published between 17 June 2026 and 7:48 AM IST on 18 June 2026. The NSE DRHP is not yet publicly available; details may differ from final filed documents. Valuation figures are based on unlisted market grey market pricing and news estimates, not the final price band. The price band, issue size, and final valuation will be determined after SEBI issues observations on the DRHP. Do not make investment decisions based solely on pre-IPO grey market pricing. Consult a SEBI-registered financial adviser before applying to any IPO.