NSE says enough shareholder participation for IPO even if valuation tops ₹5 tn
Based on the current unlisted share price of NSE, which can be bought between ₹2,030 and ₹2,045 apiece, the company is valued at around ₹5.06 trillion.
The National Stock Exchange of India (NSE) on Wednesday said its proposed initial public offering (IPO) has enough shareholders participating in the offer-for-sale even if the company is valued at over ₹5 trillion.
During a post-earnings conference call, the company’s management was responding to a question from an analyst on whether it had enough OFS participation to meet regulatory requirements at over ₹5 trillion valuation.
To be sure, companies with a market capitalisation exceeding ₹5 trillion are required to make a minimum public offer of ₹15,000 crore and to issue at least 1% of the post-issue market cap, subject to a minimum dilution of 2.5%.
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1What is the NSE's current valuation for its proposed IPO?⌵
The NSE's valuation is currently around ₹5.06 trillion, based on its unlisted share price. This valuation is significant as it triggers specific regulatory requirements for the minimum public offer.
2What are the regulatory requirements for NSE's IPO based on its valuation?⌵
If NSE's valuation exceeds ₹5 trillion, it must make a minimum public offer of ₹15,000 crore and ensure at least a 1% post-issue market cap dilution, with a minimum of 2.5%. For valuations between ₹1 trillion and ₹5 trillion, the minimum public offer is ₹6,250 crore or 2.75% dilution.
3Has NSE secured enough shareholder participation for its IPO's Offer for Sale (OFS)?⌵
Yes, NSE has indicated sufficient shareholder participation in its Offer for Sale (OFS) even if the company's valuation surpasses ₹5 trillion. Expressions of interest for around 4-5% equity have been received from major holders.
4Why did NSE's revenue and profit decline in FY26?⌵
NSE's revenue and profit declined in FY26 primarily due to a reduced share of income from transaction charges and clearing and settlement income. Market activity also moderated, with lower average daily turnover in equity cash and derivatives trading.
5Does NSE plan to issue bonus shares before its IPO?⌵
No, the NSE has stated that it has no plans to issue bonus shares to investors ahead of its planned initial public offering.
If the valuation is between ₹1 trillion and ₹5 trillion, the minimum public offer requirement is at least ₹6,250 crore, or 2.75% of post-issue market cap.
Based on the current unlisted share price of NSE, which can be bought between ₹2,030 and ₹2,045 apiece, the company is valued at around ₹5.06 trillion.
NSE is currently drafting offer documents for its mega IPO, which could be worth over ₹20,000 crore. As part of the draft red herring prospectus process, the exchange likely received expressions of interest for offer for sale (OFS) participation of around 4–5% of its equity by late April, Mint has learnt. This included commitments from major holders like the Life Insurance Corporation of India, Stock Holding Corp. of India, and Singapore-based investment company Temasek Holdings.
Addressing a question by an individual investor in the post earnings conference call on Wednesday, the stock exchange also said that it has no plans to issue bonus shares to investors ahead of the planned IPO.
The IPO is part of a wave of major public offerings expected in 2026, with high-profile listings anticipated from Reliance's Jio Platforms, SBI Funds Management, and Flipkart. This follows a record-breaking 2025 for the primary market, in which 371 companies raised over ₹1.75 trillion, bolstered by the massive debuts of HDB Financial Services, LG Electronics India, and ICICI Prudential Asset Management.
On Tuesday, the exchange reported a 3% year-on-year decline in revenue and a 15% drop in profit for FY26. Revenue fell 3% to ₹16,601 crore from ₹17,141 crore a year ago, while profit declined 15% to ₹10,302 crore.
Revenue fell mainly on the back of a decline in the share of income from transaction charges and clearing and settlement income. Income from transaction charges fell 4% year-on-year to ₹13,057 crore from ₹13,636 crore the previous year, while clearing and settlement income fell 22% to ₹251 crore from ₹321 crore.
This comes against the backdrop of a volatile market and a cooling of derivatives trading. According to NSE's Market Pulse report from April 2026, "Market activity moderated in FY26, with equity cash ADT declining 7% year-on-year to ₹1.05 trillion and derivatives witnessing a similar slowdown—equity futures and options ADT falling 14% and 8% year-on-year, respectively." ADT, or average daily turnover, is a liquidity metric that measures the total value of derivatives contracts traded on a platform, averaged over a particular period.