NSE Appoints Rothschild & Co for IPO Advisory

Separating Process from Perception in India’s Most Watched Listing

In early February 2026, the National Stock Exchange of India (NSE) appointed Rothschild & Co as an independent advisor for its upcoming Initial Public Offering (IPO).

The move follows the NSE board’s approval to proceed with a secondary share sale through the Offer for Sale (OFS) route and the formation of an internal IPO Committee to oversee the listing process. 

While the appointment marks a procedural milestone in NSE’s long-delayed listing journey, it has also triggered a parallel conversation particularly on social media platforms around the role and implications of appointing a global advisory firm for the IPO process.

This makes it important to distinguish between the formal scope of the advisory mandate and the narratives currently circulating online.

What an Independent IPO Advisor Actually Does

Independent advisors are commonly appointed in large or complex IPOs to help structure the transaction process.

In NSE’s case, Rothschild & Co has been tasked with:

• Designing a transparent framework for the selection of key IPO intermediaries
• Leading the evaluation and appointment of:
  • Book Running Lead Managers (BRLMs)
  • Legal advisors
  • Compliance consultants
  • Other transaction support agencies
• Assisting with documentation, regulatory clarifications, and process coordination
• Ensuring governance-led execution of the listing roadmap

Importantly, the advisor does not:

• Determine NSE’s valuation
• Decide IPO pricing
• Acquire ownership stakes
• Exercise any operational control over the exchange

Oversight of the IPO remains with NSE’s internal IPO Committee, which includes Managing Director & CEO Ashishkumar Chauhan.

The IPO Structure: Offer for Sale (OFS)

The proposed NSE IPO is expected to be structured as an Offer for Sale by existing shareholders.

This implies:

• No fresh capital will be raised by NSE
• The exchange will not issue new shares
• Current investors will partially dilute their holdings

Early estimates suggest that approximately 4–4.5% of NSE’s equity may be offered through the IPO, with the issue size potentially exceeding ₹20,000 crore based on prevailing private market valuations.

All regulatory filings and approvals will be routed through the Securities and Exchange Board of India (SEBI) as part of the standard IPO process.

Where the Misinformation Comes In

Since the announcement, certain online discussions particularly across informal forums and commentary-driven platforms have framed the appointment in ways that extend beyond the documented mandate of the advisor.

Some recurring claims include suggestions that:

• The advisory firm may influence ownership structures
• It will gain decision-making authority over valuation
• Its role could extend into operational or governance control

However, no formal disclosures or regulatory filings indicate any such scope.

In regulated IPO processes, independent advisors operate within clearly defined engagement terms. Their role is limited to facilitating intermediary selection and ensuring process compliance, not shaping shareholding patterns or exercising strategic authority over the issuer.

As of February 2026:

• No regulatory objections have been raised regarding the appointment
• No conflict-of-interest notices have been issued
• No challenges to the advisory mandate have been recorded

Mainstream financial coverage has largely treated the development as a procedural step within NSE’s broader listing roadmap.

Why Process Clarity Matters

Given NSE’s position as India’s largest stock exchange and a key market infrastructure institution, developments around its potential listing tend to attract heightened scrutiny.

In such cases, distinguishing between:

• Formal IPO documentation
• Regulatory disclosures
• Market speculation

becomes especially important for investors attempting to assess timeline, structure, and potential participation in the issue.

The appointment of an independent advisor is typically one of the early execution-stage steps in an IPO process, indicating movement toward intermediary onboarding and documentation rather than any shift in control or ownership dynamics.

With advisory appointments now underway, the NSE IPO process is expected to move toward intermediary selection, DRHP preparation, and regulatory filings in the coming months.

For market participants, staying anchored to verified disclosures rather than informal commentary will be key as India’s most anticipated exchange listing progresses.