Bengaluru : National Securities Depository Limited (“NSDL” or “Company”), shall open its Bid/Offer in relation to its initial public offer of Equity Shares on Wednesday July 30, 2025.
The initial public offering comprises of an offer for sale of up to 50,145,001 Equity Shares by the Selling Shareholders (“Total Offer Size”).
The price band for the Offer is at ₹ 760 to ₹ 800 per Equity Share. (“The Price Band”).
Bids can be made for a minimum of 18 Equity Shares and in multiples of 18 Equity Shares of face value of ₹2 each thereafter.
The Offer for Sale of up to 50,145,001 Equity Shares comprises up to 22,220,000 Equity Shares by IDBI Bank Limited; up to 18,000,001 Equity Shares by National Stock Exchange of India Limited; up to 5,00,000 Equity Shares by Union Bank of India Limited; up to 4,000,000 Equity Shares by State Bank of India Limited; up to 2,010,000 Equity Shares by HDFC Bank Limited and up to 3,415,000 Equity Shares by Administrator of the Specified Undertaking of the Unit Trust of India. (“Selling Shareholders”).
The Equity Shares are being offered through the Red Herring Prospectus of the Company dated July 23, 2025 filed with the Registrar of Companies, Maharashtra at Mumbai. (“ROC”)
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE Limited (“BSE”). For the purposes of the Offer, the Designated Stock Exchange shall be BSE.
ICICI Securities Limited, Axis Capital Limited, HSBC Securities and Capital Markets (India) Private Limited, IDBI Capital Markets & Securities Limited, Motilal Oswal Investment Advisors Limited and SBI Capital Markets Limited are the book running lead managers to the Offer (The “BRLMs”) and HDFC Bank Limited is the marketing book running lead manager (“The M-BRLM”).
All capitalised terms used herein but not defined shall have the same meaning as ascribed to them in the RHP.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”).
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”).
Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs.
Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors (“Non-Institutional Portion”) (of which one-third shall be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds shall be available for allocation to Bidders with an application size of more than ₹ 1.00 million , provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Portion subject to valid Bids being received at or above the Offer Price) and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
Further, up to 85,000 Equity Shares of face value of ₹ 2 each will be allocated on a proportionate basis to the Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Accounts (as defined hereinafter), and UPI ID in case of UPI Bidders (as defined hereinafter) using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” on page 432.
Disclaimer: National Securities Depository Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its Equity Shares and has filed the Red Herring Prospectus (“RHP”) dated July 23, 2025 with RoC. The RHP shall be available on the website of SEBI at www.sebi.gov.in, website of the BSE Limited at www.bseindia.com, the website of the Company at www.nsdl.co.in and the websites of the BRLMs, i.e. ICICI Securities Limited, Axis Capital Limited, HSBC Securities and Capital Markets (India) Private Limited, IDBI Capital Markets & Securities Limited, Motilal Oswal Investment Advisors Limited, SBI Capital Markets Limited and HDFC Bank Limited at www.icicisecurities.com, www.axiscapital.co.in, www.business.hsbc.co.in, www.idbicapital.com, www.motilaloswalgroup.com, www.sbicaps.com and www.hdfcbank.com, respectively. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section titled ‘Risk Factors’ on page 34 of the RHP. Potential investors should not rely on the Draft Red Herring Prospectus (“DRHP”) filed with SEBI for making any investment decision.
This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the Equity Shares are only being offered and sold (a) within the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act and (b) outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
