After nearly a decade of will it, will not it around the National Stock Exchange’s public listing, the story has finally moved from speculation to process.
Multiple credible reports indicate that SEBI has agreed “in principle” to NSE’s settlement application in the long-running unfair market access (co-location) matter—a key regulatory overhang that has historically blocked the IPO path.
For UnlistedZone readers and unlisted NSE shareholders, this update matters not because it guarantees an IPO date, but because it signals regulatory closure is now being engineered in a structured way—step by step.
A) What exactly happened?
According to Reuters and coverage carried by The Economic Times, SEBI has accepted NSE’s settlement proposal at an “in-principle” stage in the unfair market access case.
This is not the final settlement order yet. But it is a meaningful regulatory milestone because it indicates:
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The regulator is open to closing the matter through the settlement route, and
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The exchange is now closer to meeting the pre-condition SEBI has historically insisted on: resolve legacy governance/legal issues before listing.
In a related development reported earlier this month, SEBI’s chairman indicated that the regulator is in the advanced stages of issuing the No Objection Certificate (NOC) required for NSE’s IPO, potentially within the month.
B) Why this case matters so much for the IPO
NSE filed for an IPO back in 2016, but its listing ambition ran into regulatory and legal headwinds, the largest being the co-location / preferential access controversy. SEBI’s 2019 order in the matter (commonly referenced as the co-location order) captures the core regulatory concern: whether all trading members had fair and equal access to exchange infrastructure.
For markets, the issue is not just historical misconduct—it’s the broader question of market integrity. An exchange is not just another company; it’s market infrastructure. Listing an exchange while such a matter remains unresolved creates reputational and governance risk for the regulator and the market.
That’s why the “in-principle settlement” is being read as a gate opening.
C) What does “in-principle approval” actually mean?
Think of it as a conditional handshake. It means SEBI is broadly aligned with the idea of settlement, but the closure still depends on:
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Final settlement terms and payments (if any),
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Completion of required legal/regulatory processes,
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And any remaining procedural approvals.
Reuters notes that NSE is moving ahead with IPO preparations alongside this settlement progress, but the actual IPO process is still linked to formal regulatory clearance, including the NOC.
D) The new piece many investors missed: 2.5% dilution and float rules
One of the underappreciated catalysts here is the evolving regulatory framework around IPO float requirements for very large companies.
Reuters reporting indicates the government has approved a 2.5% stake dilution (with an official notification expected), aligning with a broader move that enables large entities to list with a smaller initial public float than earlier norms required.
Why does this matter? Because NSE is a very large exchange by valuation. A smaller dilution makes IPO execution easier—less supply to absorb, more flexibility in structuring, and potentially a smoother offering.
E) What this means for unlisted NSE shareholders
For unlisted shareholders, the biggest emotional driver is obvious: liquidity and price discovery. But it helps to separate what improves from what still remains.
1. What improves with this development
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Visibility on the regulatory pathway
“In-principle settlement” reduces the probability that the IPO remains indefinitely stuck due to this specific case.
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IPO preparation becomes more realistic
Reuters has reported that NSE has been engaging with bankers and legal advisors and is working toward filing draft listing documents by end-March 2026 (subject to regulatory processes).
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Improved confidence for long-horizon holders
Many shareholders in NSE are long-term institutions and strategic investors. A clearer pathway improves comfort around eventual exit mechanisms and listing timelines.
2. What still remains (and should not be ignored)
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Final settlement closure is still pending
“In-principle” is not “done.” The market will look for confirmation that the settlement is formally concluded.
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NOC is the real switch for IPO execution
SEBI’s NOC is the practical green signal that allows NSE to proceed from preparation into formal filing and process.
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Timeline risk remains
Even after NOC, large IPOs take time—banker appointment, drafting, due diligence, regulatory queries, market windows, and pricing.
F) Why the market is watching this like a “market event,” not just a corporate event
NSE isn’t a normal listing candidate. It is:
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India’s dominant exchange platform, and
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One of the most active derivatives venues globally (as widely cited in reports).
So the IPO is likely to be treated as a landmark event: large valuation, broad participation, and huge implications for India’s capital-market ecosystem.
Reuters has also highlighted that NSE’s listing could be among India’s biggest IPOs, with the exchange’s unlisted trading valuation cited around the mid–tens of billions of dollars range.
G) The practical question: What should unlisted investors do with this information?
For UnlistedZone readers, the “right” action is not to jump to conclusions, but to track the process with discipline. Here’s the checklist that matters:
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Confirmation of final settlement completion
Watch for a formal closure announcement/order, not just “in-principle” headlines.
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NOC issuance by SEBI
This is the milestone that converts “possible” into “actionable.”
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DRHP / draft prospectus filing timelines
Reuters indicates NSE is targeting end-March filing (as per sources), which is meaningful if it holds.
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IPO structure and offer details
Given the 2.5% dilution discussion, final structure (OFS size, anchor participation, shareholder liquidity plan) will shape supply-demand.
H) A final word on expectations
This development is best interpreted as: A major blocker is being removed through process. Not: IPO is guaranteed on a specific date.
For long-term unlisted shareholders, this is constructive because it shifts the discussion from “stuck” to “sequence.”
For short-term traders, it increases volatility because every milestone can move sentiment.
As always, any decision in unlisted shares should be based on: