NSDL IPO: Market Buzz of ₹5,000 Crore vs. Reality of a ₹3,300 Crore Offer‑for‑Sale

Recent speculation suggested that National Securities Depository Limited (NSDL) might aim to raise up to ₹5,000 crore in its upcoming initial public offering (IPO). In reality, NSDL’s Draft Red Herring Prospectus (DRHP) and its addendum filed with SEBI point to a smaller Offer‑for‑Sale (OFS) of around 50.15 million shares, equating to roughly ₹3,009 – ₹3,310 crore at the expected price band.

📑 Offer Structure

• The IPO is structured as a 100% OFS—NSDL will not issue fresh shares or retain any proceeds.
• The OFS size was trimmed from 57.26 million to 50.15 million shares to comply with SEBI’s rule limiting any single shareholder to a maximum 15% stake.
• At the indicative price band of ₹600–₹660, the OFS proceeds for promoters and other sellers would total approximately ₹3,009 – ₹3,310 crore.

🏦 Selling Shareholders

• IDBI Bank (26.1% stake): Up to 22.22 million shares.
• NSE (24% stake): Up to 18 million shares.
• Other Sellers: SBI, HDFC Bank, Union Bank, Administrator of SUUTI, SEBI and other institutional holders will offload the balance.
• This stake sale enables these institutions to meet SEBI’s ownership caps and provides them liquidity.

📊 NSDL’s Financial & Market Position

• FY24 Revenue: ₹1,268 crore; Net Profit: ₹248 crore.
• Assets Under Custody: Over ₹500 trillion in dematerialized securities as of September 2024.
• Revenue Mix: ~37% from depository fees; remainder from value‑added services like e‑voting, pledges, and corporate actions.

🔍 Reasons for the ₹5,000 Crore Rumor

• Media and market chatter conflated grey‑market premiums on unlisted shares (often ₹1,200+) with actual IPO pricing.
• Misinformation around combining NSDL’s OFS with potential issuance by other market‑infrastructure entities.
• High investor enthusiasm for marquee infrastructure listings led to over‑optimistic projections.

⚠️ Investor Considerations

• Final Pricing: Wait for SEBI clearance and final price band announcement.
• Grey‑Market vs. IPO Price: Don’t rely on grey‑market quotes; base decisions on the official offer band.
• Aftermarket Lock‑Up: Check promoter lock‑up periods and potential post‑listing price movements.
• Regulatory Updates: Monitor any further DRHP addenda that could alter the OFS size or structure.

📚 Sources

• Financial Express – “NSDL trims IPO size to 50.15 mn shares, complies with SEBI norms”
• LiveMint – “NSDL IPO expected proceeds of ₹3,300 cr at ₹600–₹660 band”
• Moneycontrol – “Grey‑market pricing vs. IPO band: What to know before investing”
• NSDL official DRHP and addendum filings with SEBI