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“… we hereby submit this request letter to SEBI for seeking NOC/permission to take further actions towards listing of shares of NSE including filing the DRHP with SEBI,” according to an NSE letter to Sebi on March 28.
The NOC is a key requirement for NSE’s IPO process, which has been stalled for over eight years.
The National Stock Exchange (NSE) has once again approached the Securities and Exchange Board of India (SEBI), seeking a No Objection Certificate (NOC) to move forward with its long-delayed initial public offering (IPO).
The NOC is a key requirement for NSE’s listing process, which has been stalled for over eight years. The exchange had initially filed its draft red herring prospectus (DRHP) in December 2016 but has since faced regulatory hurdles.
In a letter dated March 28, NSE requested SEBI’s permission to take further steps towards its IPO, including filing the DRHP with the regulator. The letter was addressed to V S Sundarasan, Executive Director of SEBI’s Market Regulation Department.
“… we hereby submit this request letter to SEBI for seeking NOC/permission to take further actions towards listing of shares of NSE including filing the DRHP with SEBI,” according to the NSE letter.
This is not the first time NSE has sought SEBI’s approval. It had previously written to the regulator in November 2019, twice in 2020, and again in August 2024, highlighting its intent to go public.
SEBI’s Observations and NSE’s Response
Last month, on February 28, SEBI responded to NSE’s request, outlining concerns related to technology infrastructure, key management personnel (KMP), ownership of clearing corporations, and pending legal matters, including the colocation case.
One of the major concerns raised by SEBI pertains to NSE’s majority holding in its clearing corporation, NSE Clearing Ltd (NCL). SEBI has emphasized that clearing corporations should operate independently from stock exchanges, particularly in the era of interoperability between exchanges.
In response, NSE has stated that its stake in NCL aligns with existing regulatory norms, citing the precedent of two listed exchanges—BSE and MCX—that fully own their clearing corporations. It further noted that any regulatory changes in ownership structure could be disclosed as a risk factor in the DRHP. Additionally, NSE believes that diversifying the clearing corporation would eliminate the need for continued capital infusion, thereby strengthening the exchange’s financial reserves.
On the technology front, NSE has assured SEBI that it has significantly enhanced its infrastructure, pointing out that there has been no major outage in the past four years. The exchange referenced McKinsey’s 2022 recommendations, stating that 65 out of 82 suggested initiatives have been implemented, nine were dropped based on expert reviews, and the remaining eight are in progress.
Regarding key management personnel, NSE highlighted its workforce expansion, stating that its total manpower has grown from 1,115 in FY23 to 1,673 in FY25 (till date). The number of employees in critical operations has risen from 332 to 590, while regulatory, compliance, risk management, and investor grievance-related staff have increased from 486 to 710 over the same period.
On legal matters, NSE has reiterated its willingness to settle all pending cases amicably. The governing board reaffirmed this commitment, and in August 2024, a formal request was sent to SEBI seeking resolution of all outstanding matters before SEBI and judicial forums.
