The Securities and Exchange Board of India has officially cleared the National Stock Exchange of India's long-awaited initial public offering, marking the final regulatory approval after a decade-long wait. SEBI issued its final observations on the IPO papers on September 4, as confirmed by the processing status of draft offer documents released by SEBI. NSE is expected to file an updated draft red herring prospectus this week following this regulatory clearance. SEBI's observations are a key regulatory requirement for companies seeking to launch public issues, including initial public offerings and new fund offerings. SEBI's observations may require the issuer to make certain changes or provide additional disclosures before proceeding with the public issue. NSE's IPO clearance follows SEBI's approval of Jio Platforms' potential ₹40,000 crore IPO last week, thus paving the way for back-to-back listings of two of the country's biggest offerings. Mint had reported on August 14th that the Ashish Chauhan-led firm was targeting a mid-September IPO launch, with a listing planned by the end of the month. A Mint report from August 18th had added that the exchange was likely to price its shares at over ₹2,000 per share, taking the company's valuation to over ₹5 trillion.
The NSE IPO is set to raise around ₹30,000 crore, surpassing previous IPO records and marking a significant milestone after years of delays due to regulatory issues. The Economic Times reports that NSE is likely to price its IPO at around ₹1,800 per share or slightly above, with the company expected to announce the price band on September 15. The IPO consists entirely of an offer for sale of up to 14.89 crore equity shares by existing institutional shareholders, representing around 6% of NSE's paid-up capital. Bankers tracking the deal expect shares to be priced around ₹2,000 apiece, in line with where the stock has been trading in the pre-listing grey market, with a formal price band expected to be announced around September 11. The exchange is planning to list in the week starting September 25, as reported by Reuters. The grey market premium for the NSE IPO remains at ₹275-300 per share, indicating continued strong investor interest. If everything goes as per the schedule, the IPO is likely to open around September 18, while listing may occur around September 25. Market estimates suggest that the IPO size could be around ₹30,000 crore, implying a market capitalisation of more than ₹4.9 lakh crore, putting it among the top 10 most valuable companies by market capitalisation.
Analyst valuation scenarios put NSE's fair value between ₹1,600 and ₹2,500 per share, highlighting the market's focus on how the exchange's earnings growth and valuation will translate into its eventual listing price. Under the bear case, an EPS of ₹40 and a 40x price-to-earnings multiple imply a fair value of ₹1,600. The base case assumes ₹45 EPS and a 45x P/E multiple, giving a fair value of ₹2,025. In the bull case, ₹50 EPS and a 50x P/E multiple point to a potential fair value of ₹2,500. Equirus CIO Ashutosh Tiwari expects NSE's IPO to price below ₹2,000 per share, near 40x trailing earnings. As per CNBC TV18, "I think it should come slightly lower than that valuation, in my opinion, and on a trailing basis it should be around 40x," Tiwari said, discussing the exchange's IPO after SEBI cleared it last week. Tiwari expects earnings at both NSE and BSE to grow once current regulatory measures on options trading normalise. "When things normalise and start to grow back again, it will again be a growth story in my opinion," he said, adding that the market share shift between the two exchanges has already played out and does not concern him going forward. The market currently values NSE at about ₹5 lakh crore, a figure Tiwari says is close to fair. "At least slightly around that. But if there's more money left on the table, it will be better for the investors, I believe," Tiwari said.
NSE's FY26 operating revenue came in near ₹16,600 crore, with profit after tax (PAT) around ₹10,300 crore, down about 15% from the prior year. As per CNBC TV18, Tiwari attributed part of the drop to tightening around derivatives trading and to BSE gaining share in the options segment. Tiwari declined to give specific earnings estimates for NSE looking two to three years out, citing limits on what he can say about the company ahead of listing. He acknowledged that SEBI's measures targeting retail options volumes have weighed on trading activity. He linked this to a rise in retail futures and options (F&O) volumes that regulators sought to rein in, since most retail traders lose money on these trades. He expects volumes to recover within a few months as recent SEBI clarifications take effect, and does not see a structural decline in exchange volumes. NSE reported revenue of around ₹16,601 crore in FY26, marking a 19% compound annual growth rate over FY22-26. EBITDA stood at ₹11,098 crore, up at a 14% CAGR, while profit after tax reached ₹10,302 crore, growing at a 19% CAGR. The exchange reported an EBITDA margin of 67% and a PAT margin of 51% in FY26, with earnings per share at around ₹41.6. NSE's financial performance remains significantly larger than that of its rival BSE. In FY26, NSE reported revenue of around ₹16,600 crore against BSE's ₹4,834 crore, with NSE's EBITDA at ₹11,098 crore compared to BSE's ₹3,458 crore.
The listing is being closely tracked because NSE is central to India's capital markets ecosystem, with a dominant position in equity derivatives and a large share in cash market trading. Its public issue is expected to draw strong demand from institutional and retail investors because of the exchange's scale, profitability and market infrastructure role. NSE dominates trading in India's equity derivatives market and is the world's most active derivatives exchange by contracts traded, operating India's benchmark Nifty 50 index. NSE has also been preparing investor roadshows for the issue and pitched the IPO to more than 30 global investors as a play on the deepening of India's capital markets. The issue comes at a time when India's IPO market has sharply revived after a slow first half of 2026, with more than two dozen IPOs announced or launched since July 1, nearly matching the 28 issues seen in the first half of the year. At prevailing unlisted-market prices, the 14.89 crore-share OFS could be valued at roughly ₹30,000 crore, which would surpass Hyundai Motor India's ₹27,900-crore IPO in October 2024, currently the country's largest. The final approval comes a day after the Supreme Court disposed of SEBI's appeals against the NSE in the long-running co-location and dark-fibre cases, removing a key legal overhang that had weighed on NSE's listing plans for nearly a decade.
The NSE IPO is entirely an offer for sale of up to 14.89 crore equity shares, representing around 6% of its paid-up capital. Since there is no fresh issue component, the proceeds will go to the selling shareholders, not the business. NSE has appointed 20 banks to work on the IPO, including Kotak Mahindra Capital Co., JM Financial Ltd., Morgan Stanley, HSBC Holdings Plc and Citigroup Inc. State Bank of India and its subsidiary SBI Capital Markets are also expected to sell part of their holdings in the NSE IPO. State Bank of India will offload up to 2.48 crore shares, while MS Strategic (Mauritius) will sell 1.60 crore shares. Other major selling shareholders include the Canada Pension Plan Investment Board, Bank of Baroda, and several state-run insurers. According to NSE's Draft Red Herring Prospectus (DRHP) filed with SEBI, the seven government-owned entities together hold approximately 7.97 crore shares that are part of the proposed offer for sale (OFS). LIC, NSE's largest shareholder with a 10.72% stake, will not participate in the OFS. The top 10 shareholders together are shown as selling around 11.89 crore shares, with MS Strategic Mauritius selling 1.60 crore shares, Canada Pension Plan 1.19 crore shares, and Aranda Investments 1.12 crore shares.
