The highly anticipated public issue of the National Stock Exchange of India is steadily moving toward launch, with expectations that it could raise over Rs 20,000 crore, making it one of the largest IPOs in India. According to recent developments, the exchange is likely to file its draft red herring prospectus (DRHP) with the Securities and Exchange Board of India in June. However, unlike conventional IPOs, where retail investors can freely apply, this offering follows a different structure.
The different framework and regulatory conditions mean that participation is limited at this stage, making it essential for investors to understand the finer details. The entire issue is structured as an offer-for-sale (OFS), which means existing shareholders will sell a portion of their holdings while the company itself will not receive any funds from the offering.
To qualify, shareholders must have held fully paid-up NSE shares continuously since June 15, 2025. This requirement aligns with regulatory norms mandating a minimum holding period before the DRHP filing. As a result, those attempting to buy shares now in the unlisted market solely to participate in the IPO will not be eligible.
Additionally, shares must be free from any encumbrances such as pledges or liens. Any such restriction could render them ineligible for participation in the OFS, ensuring that only compliant and long-term investors are part of the process.
Deadlines And How The Process Works
Eligible shareholders are required to submit their expressions of interest (EOIs) by April 27, 2026, before 5 pm. Missing this deadline would mean forfeiting the opportunity to participate. Once EOIs are submitted, the exchange will verify applications and identify eligible participants, a crucial step given NSE’s wide shareholder base. Investors who qualify can opt to sell either part or all of their holdings through the OFS route.
However, there is a key restriction: those participating in the OFS will not be allowed to apply for shares in the IPO as investors. The exchange has already begun outreach by sharing EOI forms and relevant documents with shareholders.
IPO Structure, Pricing And Scale
The offering is expected to involve the sale of around 4 per cent to 4.5 per cent of NSE’s total equity. Since it is an OFS, proceeds will go directly to existing shareholders rather than the exchange itself. The final share price will be determined through a book-building process, meaning it will depend on demand and prevailing market conditions at the time. This introduces uncertainty for sellers, as the exact exit price will not be known when they express interest.
Notably, NSE has appointed 20 merchant bankers, the highest ever for an IPO in India, along with several legal advisors and intermediaries.
Participation in the OFS also comes with certain risks. If the offering is not fully subscribed, any unsold shares will be subject to a six-month lock-in period after listing. This could limit immediate exit options and expose investors to market fluctuations. Moreover, all pre-IPO shares, except those sold in the OFS, will also remain locked in for six months from the date of allotment, further tightening liquidity for existing shareholders in the short term.
(Disclaimer: This article is meant solely for informational and educational purposes. The views and opinions expressed are those of individual analysts or brokerage firms and do not reflect the stance of Times Now. Readers are advised to consult certified financial experts before making any investment decisions.)
