NSE Invites Investment Banks to Pitch for $2.5 Billion IPO Advisory Roles

NEW DELHI, February 26 — The NSE IPO advisory process has entered an active phase after the National Stock Exchange of India Ltd. issued a request for proposals (RFP) to investment banks seeking pitches to serve as lead arrangers and advisors ahead of a potential $2.5 billion initial public offering.

According to people with direct knowledge of the matter, who asked not to be identified as the information is private, the exchange plans to evaluate submissions and select advisers by mid-March, signalling renewed momentum for what could become one of India’s largest share sales.

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Advisory Pitch Invitations and Selection Timeline

The National Stock Exchange of India, which operates the world’s busiest derivatives market by number of contracts traded, has started inviting around 20 investment banks and approximately 10 law firms to pitch for roles related to its upcoming IPO process, industry sources told Moneycontrol.

The RFP request seeks detailed presentations from participating firms on aspects such as track record, team credentials and strategy, with final selection expected by the second week of March.

An internal IPO Committee overseeing the listing process has already appointed Rothschild & Co as an independent adviser, tasked with managing the selection of lead bankers, legal counsel and other intermediaries.


Background on the NSE IPO

The NSE IPO initiative has been in consideration for several years but was stalled amid regulatory and legal challenges that slowed progress on opening the exchange’s ownership to public market participation.

In early February, the NSE board approved a resolution to move forward with the IPO via an offer for sale (OFS) route, whereby current shareholders would divest a portion of their stake rather than the company issuing new equity.

Under the current proposal, existing shareholders are expected to sell roughly 4% to 4.5% of the exchange’s equity in the primary market. Based on unlisted market price indications, the share sale could raise approximately $2.5 billion.


Independent Adviser and Oversight Framework

To strengthen governance around the IPO process, the exchange’s IPO Committee included senior figures from the company’s board and public interest directors in restructuring oversight.

The independent adviser, Rothschild & Co, will play a central role in guiding the selection of lead banks and legal counsel. The adviser’s responsibilities include creating transparent evaluation criteria, managing documentation and coordinating stakeholder communications, sources said.

The adviser’s appointment reflects the NSE’s intent to execute the IPO in a structured and compliant manner, complying with applicable regulations under the Securities and Exchange Board of India (SEBI) and related corporate governance norms.


IPO Plan and Market Context

Market watchers have said the NSE IPO could become one of the largest in India, potentially rivaling recent megadeals if conditions remain favourable.

The proposed share sale via OFS differs from a fresh equity issuance in that it does not dilute existing shareholder stakes but provides an exit opportunity for current owners.

Institutional investors such as LIC, SBI and Singapore’s Temasek are among prominent shareholders in the exchange, though their participation in the OFS has not been formally delineated.

While the broader IPO market in India has seen heightened activity, the listing of an exchange itself represents a significant milestone in domestic capital markets, promising enhanced liquidity and corporate visibility.


Broader IPO and Capital Markets Landscape

India’s primary capital markets have been active in recent months, with multiple IPOs and OFS transactions attracting attention from retail and institutional investors alike. The NSE’s move to formalise advisory selection is interpreted by some market participants as a pivotal step in reinvigorating larger scale primary market activity.

Market participants note that an exchange IPO tends to draw considerable interest due to its strategic importance, stable revenue streams and central role in facilitating equity and derivatives trading.

The exchange’s derivatives segment remains one of the busiest globally, with deep participation across index futures, options and currency contracts.


Market Reaction and Analyst Commentary

Industry analysts tracking the development said the NSE’s advisory pitch process is a key procedural step ahead of an eventual IPO. Though neither the exchange nor SEBI provided immediate official comment on the RFP invitation, sources familiar with the matter confirmed the timeline for adviser selection.

Market observers also highlighted that staging the share sale via an OFS could enable smoother pricing dynamics and investor participation, particularly if large cornerstone or anchor allocations are involved.

The extent of institutional interest and allocation strategy may become clearer once lead banks and intermediaries are selected and filing processes commence.


Closing Snapshot

As of Feb 26, the NSE has begun active preparations for its long-awaited initial public offering, inviting investment banks to pitch for advisory roles and planning to finalise its advisory panel by mid-March.

If the IPO proceeds as currently structured — with an offer for sale of 4% to 4.5% equity — the transaction could raise around $2.5 billion, marking one of India’s most significant capital markets deals in recent years.