The long-awaited NSE IPO is catching speed now. India’s largest exchange is planning an IPO soon, but through an offer for sale (OFS), after which the bourse will be listed on a stock exchange.
After obtaining a No Objection Certificate (NOC) from SEBI and appointing lead managers for the issue, the exchange has now given a shareholder communication on Nse ipo investor restrictions regarding the eligibility, process, and cut-off dates for implementing an Offer for Sale (OFS).
Let’s take a look here:
Which NSE Shareholders Are Eligible For OFS?
If you are an NSE unlisted shareholder whose shares are:
A) Fully Paid up
B) Held continuously for at least 1 year before the DRHP filing date and
C) Not subject to charge, lien, pledge, encumbrance, or transfer restriction (including lock-in).
Then you are eligible to participate in the offer for sale as a selling shareholder.
NSE IPO OFS Cut-off Date
Since the date of the DRHP is not yet finalised, shares held before June 15, 2025, will be eligible to be sold in the OFS. This date is an estimation of the DRHP filing and can be revised.
NSE OFS Size and Allocation
The size of the OFS will be decided by the Board of Directors or any committee before filing the DRHP. If you are an eligible shareholder, you may tender all or a part of the equity shares held by you. In case the total tendered equity shares are more than the size of the offer, you will get the OFS on a pro rata basis.
NSE IPO Price For OFS
The NSE IPO Price, which is the offer price, will be found out through the book-building process, in consultation with the Book Running Lead Managers (BRLMs) and prospectus disclosure.
Process Of Applying OFS Sale
Step 1: Expression of Interest (EoI)
The interested shareholders will be required to submit the following:
Form for Expression of Interest (EoI)
PAN copy
Demat statement (proof you held shares since June 15, 2025)
Last date for sending EOI: 27th April 2026.
Manner: You will need to send the EoI documents to the email address at which you received this notice.
Step 2: Verification and documentation
The Company will review and verify the EoIs, following which it will identify the eligible shareholders who may participate in the OFS as Selling Shareholders. After this, the company will send to each selling shareholder a detailed description of the applicable conditions, requirements, and activities. These include the following:
KYC documents
Ownership proof
Cost of acquisition details
Legal agreements (offer agreement, escrow, underwriting, etc.)
Declarations:
- No fraud / wilful default
- Clean ownership (no pledges, liens)Power of Attorney (PoA) in some cases
Note: If you become a Selling Shareholder in the IPO, you will not be allowed to purchase Equity Shares in the IPO as an investor.
Step 3: Transfer to Escrow Account
If you cross stage 2, you will be required to deposit your offered shares in an escrow account.
There are two categories of shareholders here:
If you are selling less than 50 lakh shares, then deposit shares before DRHP filing
If you are selling equal to or more than 50 lakh shares, then deposit before the updated DRHP filing.
Points to Note for Escrow Account:
1. Once the offered shares are deposited in the escrow account, you can not sell such shares or create any lien on them.
2. If you are an NRI selling shareholder, you may require approval from the Reserve Bank of India if the period of your deposit of offered shares exceeds 6 months.
3. The transfer of your offered shares into the escrow account does not guarantee that they will be sold through the IPO.
4. Offered Shares will be returned to the Selling Shareholder:
If the IPO is not opened for subscription within one year from the date of receipt of final observations from SEBI on the DRHP or any other timelines prescribed by SEBI.
To the extent of any unsold offered shares after allotment under the IPO is completed.
If the IPO is withdrawn,
IPO Locking Rules To Apply For Shares Other Than OFS
Let’s understand this through an example. Mr Sham bought 5000 NSE unlisted shares on 20th May and is an eligible seller in the OFS. After applying for eligibility, he was allotted 2000 shares as eligible for sale in OFS. Here, two different outcomes will happen.
Mr Sham will get the sale amount of his 2000 eligible shares within T+1 or T+2 trading days after the bidding process concludes.
For the remaining 3000 shares, the shares will be locked-in for a period of six months from the date of allotment (subject to any other conditions or exceptions in lock-in rules)
Also Read: "NSE IPO Expected By Q4 FY27" Ashish Kumar Chauhan
Disclaimer:
The content is intended for informational and educational purposes only and does not constitute any offer, solicitation, or recommendation to buy or sell securities. We do not claim access to confidential or unpublished price-sensitive information. Readers are advised to refer to official filings such as the Draft Red Herring Prospectus (DRHP) and consult their financial advisors before making any investment decisions.
