The proposed initial public offering of the National Stock Exchange of India Limited (NSE) has assembled one of the largest legal advisory panels in Indian capital markets history, with five firms serving as NSE IPO legal advisors across the issuer, book-running lead manager, and selling shareholder sides. NSE filed its Draft Red Herring Prospectus (DRHP) with SEBI on 17 June 2026, marking a formal milestone in a listing process that had been stalled for nearly a decade.
The National Stock Exchange of India (NSE) has filed its DRHP with SEBI, marking a significant step towards its long-awaited public listing. The IPO consists entirely of an Offer for Sale (OFS) of up to 14.89 crore equity shares by existing shareholders. The proceeds, after deducting applicable offer-related expenses, will be received by the respective selling shareholders in proportion to the equity shares they offer; accordingly, NSE will not use any IPO proceeds for its own corporate purposes.
NSE has no identifiable promoter — an unusual structure for a systemically important institution. Under existing regulations, a stock exchange cannot list its shares on its own trading platform; accordingly, NSE has proposed listing its equity shares on the BSE, subject to regulatory approvals.
SEBI issued NSE a no-objection certificate (NOC) on January 30, 2026, followed by NSE board approval on February 6, 2026. The exchange had first filed draft papers for an IPO in 2016, but the process stalled following regulatory investigations into alleged irregularities in its co-location trading facilities.
While the DRHP names M Vasudev Rao as General Counsel, the role has since transitioned. Amber Gupta assumed the position of Head Legal and SVP at NSE in July 2024, following Rao’s exit earlier that year.
Legal Teams Involved
Cyril Amarchand Mangaldas — Indian Legal Counsel to NSE
Cyril Amarchand Mangaldas is advising the National Stock Exchange of India Limited on its proposed IPO, involving an offer for sale by certain existing shareholders, described as one of India’s most significant capital markets transactions.
Guidance on the transaction was provided by:
- Cyril Shroff, Managing Partner
- L Viswanathan, Senior Partner
The transaction team comprised:
- Yash J Ashar, Senior Partner
- Manan Lahoty, Partner and Head, Capital Markets
- Devaki Mankad, Partner and Regional Co-Head, Capital Markets, West
- Oishika Dasgupta, Partner
- Rishav Buxi, Principal Associate
- Vartika Bhatnagar, Senior Associate
- Abishek Sankar, Senior Associate
- Arjun Badola, Associate
- Tanishq Mohta, Associate
- Aditya Maheshwari, Associate
- Gaurav Lalwani, Associate
- Khushi Parekh, Associate
- Rishika Saraswat, Associate
- Sajal Soni, Associate
Latham & Watkins LLP — International Legal Counsel to NSE
Latham & Watkins LLP acted as international legal counsel to NSE. The team was led by:
- Rajiv Gupta, Partner
Khaitan & Co — Indian Legal Counsel to the BRLMs
Khaitan & Co acted as legal counsel to the Book Running Lead Managers (BRLMs) in connection with the proposed initial public offering of National Stock Exchange of India Limited.
The transaction team consisted of:
- Sudhir Bassi, Executive Director
- Madhur Kohli, Partner
- Thomas George, Partner
- Nagashayana S, Partner
- Prathiksha Panduranga, Counsel
- Aadhya Singh, Senior Associate
- Jash Botadra, Senior Associate
- Tharun Vadlapatla, Senior Associate
- Varun M Nair, Associate
- Lakshmi Raj C, Associate
- Rupa Veena S, Associate
- Anveeksha Anand, Associate
- Nayonika Chatterji, Associate
- Shishir Tripathi, Associate
- Shreya Shetty, Associate
- Siddhil Shah, Associate
Shardul Amarchand Mangaldas & Co — Indian Legal Counsel to the BRLMs
Shardul Amarchand Mangaldas & Co is also advising the book-running lead managers. The team comprised:
- Nikhil Naredi, Partner
- Krupa Brahmbhatt, Partner
- Harsh Loonker, Principal Associate
- Ankita Singh, Associate
- Gayatri Krishnan, Associate
- Shabri Ray, Associate
Sidley Austin LLP — International Legal Counsel to the BRLMs
Sidley Austin LLP is acting as international legal counsel to the BRLMs. The team was led by:
- Manoj Bhargava, Partner
JSA Advocates & Solicitors — Counsel to an Institutional Selling Shareholder
JSA Advocates & Solicitors advised one of the institutional selling shareholders in the proposed IPO. Strategic inputs and advice were provided by:
- Vikram Raghani, Partner
The mandate team was:
- Arka Mookerjee, Partner (Lead)
- Pracheta Bhattacharya, Partner
- Sourav Modi, Partner
- Prateek Khandelwal, Associate
Significance and Impact
The NSE IPO stands apart from virtually every prior Indian public offering in its structural and regulatory complexity. NSE, established in 1994, was the first exchange in India to introduce electronic screen-based trading and has remained the largest stock exchange in India in terms of total and average daily turnover for equity shares since 1995. It is also the world’s largest derivatives exchange by trading volume for calendar year 2025, according to the Futures Industry Association (FIA).
The NSE IPO is positioned to become the largest IPO in Indian history, surpassing Hyundai Motor India’s ₹27,858.80 crore record set in 2024. The sheer scale of the legal panel — five firms spanning Indian and international counsel across the issuer, twenty BRLMs, and selling shareholders — reflects the transaction’s complexity and cross-border investor dimension.
The absence of an identifiable promoter under SEBI ICDR Regulations and the Companies Act adds a further layer of regulatory novelty, requiring bespoke legal structuring across multiple advisory workstreams. NSE has noted that its revised settlement applications in respect of the Colocation and Dark Fibre matters filed with SEBI in March 2026 are pending as at the date of the DRHP. For more data on deal activity across India’s leading law firms, see the Deal Meter.
The proposed NSE IPO, structured as a pure offer for sale with no fresh capital component, has engaged Cyril Amarchand Mangaldas, Latham & Watkins LLP, Khaitan & Co, Shardul Amarchand Mangaldas & Co, Sidley Austin LLP, and JSA Advocates & Solicitors across distinct advisory mandates. With the DRHP filed on 17 June 2026 and SEBI review now underway, NSE is targeting a listing before December 2026. The transaction, if completed at expected scale, would mark the culmination of a decade-long effort to bring India’s largest stock exchange to the public markets.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
