The IPO has been under discussion for nearly a decade, repeatedly delayed by regulatory scrutiny and legal challenges. Last month, NSE formed a committee to oversee the listing process and appointed Rothschild & Co. as an independent adviser. Rothschild is currently leading the selection of lead bankers, legal counsel and other intermediaries that will manage the offering.
Once appointed, merchant bankers will begin preparing the documentation required for regulatory filings and coordinate with the Securities and Exchange Board of India (Sebi) for the approval process.
The proposed public issue will be structured entirely as an offer for sale, with existing shareholders expected to divest around 4% to 4.5% of NSE’s equity. Based on prices in the unlisted market, the listing could raise roughly $2.5 billion, or about Rs 22,700 crore.
NSE’s listing journey has been one of the most closely watched in Indian capital markets. The exchange first filed its IPO application with Sebi on October 18, 2016, but the regulator withheld approval at the time.
The delay was linked to governance concerns arising from the co-location case, which involved allegations that certain brokers received preferential access to trading servers. The issue raised questions about technology governance and internal controls at the exchange.
Over the years, NSE made several attempts to revive its listing plans, but regulatory clearances remained elusive.Momentum returned after Tuhin Kanta Pandey was appointed Sebi chairman in March 2025. The regulator subsequently formed an internal committee to review outstanding issues related to NSE’s listing proposal.
That process culminated in a no-objection certificate issued in January, signalling the regulator’s comfort with the exchange moving forward with its IPO in principle.
NSE occupies a central position in India’s capital market infrastructure. It is the country’s largest stock exchange and operates the world’s most active derivatives market by number of contracts traded.
Along with the BSE, it forms a near-duopoly in India’s exchange ecosystem, a segment characterised by high barriers to entry because of technology requirements, regulatory oversight and the need for deep trading liquidity.
This dominant market position has long been a key factor in investor interest around the IPO. Another unusual aspect of the offering is the exchange’s large shareholder base. NSE currently has around 1,77,807 shareholders, making it India’s largest unlisted company by number of investors.
Many of these shareholders have been waiting for years for an exit opportunity through the public market.
According to Reuters, lawyers working on the IPO documentation are exploring mechanisms to ensure a fair exit for the diverse shareholder base. Early indications suggest that banks and foreign institutional investors that have held shares for long periods may be prioritised in the offer.
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