The Securities and Exchange Board of India (SEBI) has issued a draft prospectus opinion letter to the National Stock Exchange (NSE), clearing key regulatory hurdles for its IPO. The NSE is the world's largest derivatives exchange by volume, and its listing plans have been delayed for nearly a decade due to investigations and lawsuits since 2016.

The offering will consist entirely of existing shares, totaling approximately 148.9 million shares, accounting for about 6% of the total equity, with the company itself not raising any funds. The pre-IPO valuation is about $55 billion, with the issuance amount estimated at around ₹3 trillion, potentially matching or exceeding the ₹2.787 trillion record set by Reliance Jio or Maruti Suzuki. Sellers include the State Bank of India, Bank of Baroda, Canada Pension Plan Investment Board, Temasek affiliates, and Morgan Stanley affiliates, while the largest shareholder, Life Insurance Corporation of India, is not on the selling list.

The main reason for the delay was issues related to the custody facility and dark fiber cases. The exchange has settled with regulators and paid the remaining amounts, with the Supreme Court recently handling related appeals. The planned listing target is the competing Bombay Stock Exchange (BSE). The BSE's stock price has surged about 28 times since its listing in 2017.

The company claims to have approximately 129 million platform investors, with a projected net profit of about ₹1.0302 trillion for FY2026, a net profit margin of about 51%, and zero debt. The next steps include updating the prospectus and pricing range, with the market expecting sales to begin within this month and a listing sought for late September.

In terms of market mechanics, buyers are institutions and retail investors looking to purchase the monopoly rents of India's capital market infrastructure, while sellers are banks, insurance companies, and foreign shareholders holding shares that have been illiquid for ten years. This is a thaw driven by regulatory settlement, not an expansion of new business. Funds will flow from non-tradable shares into public pricing, benefiting exiting shareholders and underwriting syndicates that can collect trading commissions, while the pressure falls on the exchange itself, which must list on a competing exchange and disclose governance flaws as IPO risks.

Source: Public Information