NSE IPO gets SEBI NOC; DRHP to be filed by April-end, issue to be 100% OFS

Market regulator Securities and Exchange Board of India has given a no-objection certificate (NOC) for the initial public offering of the National Stock Exchange, formally approving the exchange’s long-pending plan to go public. Following the NOC, NSE will file its draft red herring prospectus by the end of April, according to sources. The IPO will be a 100 per cent offer for sale, with no fresh issue of shares and no capital to be raised by the exchange.

SEBI formally issues NOC for NSE IPO

The NOC has been issued by SEBI’s Market Regulation Department, which regulates stock exchanges and other market infrastructure institutions. The approval allows NSE to apply for an IPO under existing regulations, ending nearly a decade of regulatory uncertainty around the exchange’s listing plans.

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Commenting on the approval, Srinivas Injeti, Chairperson of the National Stock Exchange, said the SEBI nod marked a key moment for the exchange. “We are delighted to receive SEBI approval for our IPO - a significant milestone in our growth journey. With SEBI’s approval, we embark on a new chapter of value creation for all our stakeholders. This approval also reinforces confidence in NSE being an integral part of the Indian economy and a beacon of Indian capital markets,” he said.

NSE had first filed IPO papers in 2016 but withdrew the application following regulatory action linked to governance failures. The issuance of the NOC marks the first formal regulatory approval for the IPO since then.

While NSE has not made an official announcement, multiple reports citing sources have confirmed that the NOC has been granted.

DRHP to be filed by April-end

With the no-objection certificate in hand, NSE will now move ahead with filing its draft red herring prospectus. Sources said the exchange is targeting a filing by the end of April. After filing the DRHP, SEBI will review the disclosures and issue its observations before the IPO can be launched. Sources said the IPO itself could take place eight to nine months after the draft papers are filed, subject to regulatory timelines.

The exchange will formally appoint merchant bankers and legal advisors as part of the IPO process.

IPO structure: 100 per cent Offer for Sale

Sources confirmed that the NSE IPO will be entirely an offer for sale. There will be no fresh issue of shares, and the exchange will not raise any funds through the listing. Under the OFS structure, existing shareholders will dilute part of their holdings. Earlier reports have indicated that the government has approved dilution of a small stake in the exchange.

Based on prevailing prices in the unlisted market, NSE’s valuation is estimated at around Rs 5 lakh crore, which would make it one of the largest listings in India’s capital markets.

Settlement cases continue separately

The issuance of the NOC comes even as NSE’s settlement of legacy regulatory cases is still in process. In June 2025, NSE filed a settlement application with SEBI to resolve matters related to the co-location and dark fibre cases.

Sources said NSE has agreed to pay around Rs 1,400 crore as settlement. The exchange has already made provisions for the amount in its financial statements, including sums deposited earlier under regulatory directions.

SEBI issued the NOC without waiting for final approval of the settlement by its internal committees, as the matter has been agreed in principle under the consent mechanism.

Background to the long-delayed listing

NSE’s IPO plans were stalled after SEBI alleged that certain brokers gained unfair advantages through co-location facilities and dark fibre connectivity.

Although NSE secured relief in appellate forums, the unresolved regulatory proceedings delayed its listing for years. The exchange’s board later decided to pursue settlement to remove overhangs ahead of the IPO.