NSE's Rs 22,562 crore offer for sale enters second day of bidding

The Development

The National Stock Exchange of India Limited (NSE) opened its initial public offering for subscription on 17 September 2026, and as of the second day of bidding on 18 September 2026 the issue was subscribed 0.99 times, per NSE bid data. The offer is a pure offer for sale of 12,64,36,650 equity shares aggregating up to Rs 22,561.57 crore at the upper end of the price band, one of the largest public issues on the Indian primary market. The subscription window closes on 21 September 2026, with listing proposed on the BSE on 24 September 2026.

Per NSE data, the qualified institutional buyers' portion was subscribed 1.32 times, the non-institutional investors' portion 1.34 times, the employee portion 1.35 times and the retail portion 0.65 times as of the second bidding day. The offer follows the red herring prospectus filed with SEBI, after NSE lodged its draft red herring prospectus on 17 June 2026 and received SEBI's approval to proceed on 4 September 2026. The development was surfaced through market coverage of the first day's subscription figures; the terms below are drawn from the RHP and exchange data.

The Company

Incorporated in 1992, NSE describes itself in the RHP as India's largest stock exchange and one of the world's leading multi-asset exchange platforms, running a vertically integrated ecosystem spanning trading, clearing and settlement, data and index services across equities, equity derivatives, currency derivatives, commodities and debt. The company discloses that it has maintained a leadership position in India in cash market turnover, equity derivatives trading and currency derivatives trading. Its subsidiaries include NSE Clearing Limited, which provides clearing and settlement services.

On financials, the RHP reports total income of Rs 18,713.37 crore for the year ended 31 March 2026, against Rs 19,176.83 crore in the prior year and Rs 16,352.06 crore in the year ended 31 March 2024. Profit after tax was Rs 10,302.06 crore in FY26, compared with Rs 12,187.69 crore in FY25 and Rs 8,305.74 crore in FY24. The company discloses that revenue from operations declined and profit after tax fell about 15% between FY25 and FY26. For the quarter ended 30 June 2026, it reports total income of Rs 5,252.17 crore and profit after tax of Rs 3,120.08 crore, with net worth of Rs 34,983.74 crore.

The Offer Structure

The issue is structured entirely as an offer for sale, so the company will not receive any proceeds; the RHP states that NSE "will not receive any proceeds from the Offer", with the amount, net of expenses and taxes, going to the selling shareholders. The price band is Rs 1,700 to Rs 1,785 per share of face value Rs 1, and the lot size is 8 shares, taking the minimum application to Rs 14,280 at the upper band. A portion is reserved for eligible employees, who receive a discount of Rs 170 per share.

The selling shareholders named in the RHP include State Bank of India, offering shares worth Rs 2,850.54 crore, Canada Pension Plan Investment Board (Rs 2,119.52 crore), Aranda Investments (Mauritius) (Rs 2,007.47 crore), MS Strategic (Mauritius) (Rs 1,963.50 crore) and Bank of Baroda (Rs 1,372.73 crore), among others. Kotak Mahindra Capital, Morgan Stanley India, HSBC Securities and Capital Markets (India), Avendus Capital, DAM Capital Advisors, HDFC Bank and Motilal Oswal Investment Advisors are among the book-running lead managers, with MUFG Intime India as registrar. Readers working through the arithmetic of an allotment can use Oquilia's lumpsum calculator or CAGR calculator, and prior coverage sits on the Oquilia news desk.

Risk Factors

The RHP sets out an extensive risk-factors section, of which the following are among the material items the company discloses. First, revenue is tied to market activity: the RHP lists as a risk that "any significant decrease in the volume and value of transactions" executed on its platform could adversely affect the business. The company also discloses revenue concentration, noting its top ten trading members accounted for roughly 44% to 47% of revenue from operations across the reported periods.

The company discloses that it operates in a highly regulated industry primarily overseen by SEBI, and that it has been, and continues to be, subject to enforcement actions, monetary penalties and adjudication proceedings, alongside outstanding legal proceedings involving the company, its subsidiaries and personnel. Among the risk factors the company discloses is cybersecurity risk, including a distributed denial of service attack it experienced in 2025. The RHP also lists competition, stating the exchange operates in a highly competitive industry. These are disclosures the company is required to make, not an assessment by this desk.

What Happens Next

The offer follows the standard mainboard sequence. NSE filed its draft red herring prospectus with SEBI on 17 June 2026 and received the regulator's observations, its clearance to proceed, on 4 September 2026; the red herring prospectus carrying the price band and dates followed, and the anchor allocation was placed ahead of the public issue. SEBI's observations are a clearance to proceed and are not an endorsement of the issue or a comment on its merits.

With bidding open from 17 to 21 September 2026, the subscription window runs to 21 September, after which the basis of allotment is finalised and refunds or the unblocking of application amounts follow for unsuccessful or partially successful applicants. The shares are proposed to list on the BSE on 24 September 2026; NSE will not list on its own platform. The subscription figures cited here are a snapshot as of the second bidding day and will change until the window closes.

FAQ

Should I apply for this IPO?

Oquilia does not make recommendations. This report is informational and is not investment advice or a recommendation to subscribe. The RHP, including the complete risk-factors section, is available on SEBI's website and the exchanges - read it directly before making any decision.

What is the price band and lot size?

Per the RHP, the price band is Rs 1,700 to Rs 1,785 per share of face value Rs 1. The lot size is 8 shares, so the minimum application is Rs 14,280 at the upper end. Eligible employees receive a discount of Rs 170 per share on a reserved portion.

What do SEBI's observations mean?

SEBI issued its observations, allowing the offer to proceed, on 4 September 2026. Observations confirm disclosure requirements have been addressed. They are not an approval of the issue's merits, a certification of the financials, or an endorsement, as SEBI's own disclaimer makes clear.

When does the issue open and close?

Per the exchange record, the issue opened on 17 September 2026 and closes on 21 September 2026. The basis of allotment follows, and the shares are proposed to list on the BSE on 24 September 2026.

Why will NSE not receive any money from the IPO?

The offer is structured entirely as an offer for sale. The RHP states the company "will not receive any proceeds from the Offer"; the money, net of expenses and taxes, goes to the selling shareholders whose shares are sold, such as State Bank of India and Bank of Baroda.

This report is based on the red herring prospectus filed with SEBI and subscription data from the NSE. It was surfaced via The Economic Times.