The much-awaited initial public offering (IPO) of the National Stock Exchange of India (NSE) could be closer to launch, leaving investors with two routes to gain exposure to the exchange: buy its shares in the pre-IPO, unlisted market or wait for the public issue.
Securities and Exchange Board of India (SEBI) chairman Tuhin Kanta Pandey on August 27 said the market regulator was close to clearing the draft red herring prospectus (DRHP) filed by NSE, the world’s largest derivatives exchange by trading volume.
NSE filed its draft prospectus in June for an IPO that will comprise entirely of an offer for sale (OFS), allowing existing shareholders to pare their stakes. The exchange had initially expected SEBI clearance for its DRHP by early August. The timeline was subsequently pushed back by around three weeks following changes to the roster of selling shareholders, with SBI Capital Markets being added.
At the top end of the marketed valuation of Rs 5.26 lakh crore ($55 billion), NSE would rank sixth among global exchange operators by market capitalisation, narrowly behind London Stock Exchange Group Plc and ahead of Nasdaq Inc, according to Bloomberg.
NSE’s unlisted shares are currently changing hands at around Rs 1,970, according to data from Unlisted Arena. The shares were quoted at around Rs 2,010 when NSE filed its DRHP.
Over the past year, the unlisted stock has traded in a range of around Rs 1,800-2,150, well below its June 2025 peak of Rs 2,590.
The shares had slipped to around Rs 1,950 on July 28-29 before recovering to current levels.
With NSE’s IPO expected in the second half of September, investors are now assessing whether to enter the stock through the unlisted market or wait for the public offering and its eventual listing.
How to buy NSE unlisted shares
NSE shares currently trade in the unlisted, over-the-counter market, where investors can acquire equity in companies ahead of their listing on recognised stock exchanges.
Unlike a listed stock, NSE’s unlisted shares do not have a continuous exchange-based price discovery mechanism or a live market price. Trades are negotiated privately between buyers and sellers, with the final transaction price depending on the prevailing quote and available liquidity.
Investors looking to acquire NSE shares can approach SEBI-registered investment banks, brokers or specialised unlisted-share dealers. These intermediaries facilitate transactions by matching investors seeking to buy pre-IPO shares with existing shareholders looking to sell.
Investors can also purchase shares directly from existing shareholders, including promoters, founders, angel investors and employees holding vested ESOPs. Such transactions are generally negotiated over the counter and may involve sizeable minimum ticket sizes.
Pre-IPO platforms also aggregate such opportunities and facilitate the KYC, price discovery and share-transfer process.
Step-by-step process to buy NSE unlisted shares
Choose an intermediary or platform: Register with a specialised unlisted-share platform or dealer offering NSE shares.
Complete KYC: Submit documents including PAN, Aadhaar, bank account details and the Client Master Report (CMR/CML) issued by your depository participant. The CMR contains details such as your demat account, DP ID, Client ID and linked bank account.
Check the quote and lot size: Unlike an exchange-traded stock, there is no central order book or exchange-determined price for NSE’s unlisted shares. Buyers and sellers negotiate the transaction price and quantity, with intermediaries facilitating the trade.
Place the order and make payment: Once the price and quantity are agreed upon, the buyer transfers funds through the payment channel specified by the platform, including UPI, NEFT, RTGS or a designated escrow account.
Complete the transfer documentation: Depending on the transaction, documentation may include the share purchase agreement (SPA), delivery instruction slip (DIS), proof of payment and transfer deed (SH-4).
Receive the shares in the demat account: Once the transaction is verified and the seller confirms the transfer, the shares are moved through an off-market transfer and credited to the buyer’s demat account through the depository system. The shares may typically be credited within 24 to 48 business hours, according to the details provided.
The two depositories, CDSL and NSDL, oversee the electronic transfer of shares. Proper documentation is critical to establishing the transfer of title, as unlisted transactions do not pass through the standard order-matching and settlement mechanism of a stock exchange.
