National Stock Exchange of India IPO

The National Stock Exchange of India IPO was an offer for sale of 126,436,650 equity shares of face value Rs 1 each by existing shareholders of National Stock Exchange of India Limited, priced at Rs 1,785, the top of a Rs 1,700 to Rs 1,785 band, open from 17 to 21 September 2026, and listed on BSE Limited on 24 September 2026 because the SECC Regulations forbid an exchange from listing on itself.

At the offer price the issue raised Rs 22,561.57 crore after the employee discount and valued the exchange at Rs 4,41,788 crore. That makes it the second largest initial public offering in Indian history, ahead of the Life Insurance Corporation of India issue of May 2022 and behind Hyundai Motor India’s October 2024 offer. No new shares were issued, so the company received nothing: the entire sum went to selling shareholders, chief among them State Bank of India, Canada Pension Plan Investment Board and Aranda Investments (Mauritius) Pte Ltd.

The anchor book took 37,793,739 shares for Rs 6,746.18 crore on 16 September 2026. The remaining 88,642,911 shares drew bids for 505,811,384 by the close on 21 September, a subscription of 5.71 times: qualified institutional buyers 12.68 times, non-institutional investors 6.55 times, employees 2.40 times and retail 1.39 times. At the close of 18 September the book had stood at 1.16 times, with retail below one.

The shares opened at Rs 1,800 on BSE on 24 September 2026 and closed the day at Rs 1,818, 1.85% above the offer price. They closed below it on every trading day from 28 September to 16 October 2026; the close on 16 October 2026 was Rs 1,749.45, 1.99% under Rs 1,785. NSE’s pre-listing shareholding pattern counts 3,640,479 shareholders and no promoter, with LIC the largest holder at 10.90%.

The listing came ten years after NSE first tried. A 2016 filing was shelved when a whistleblower complaint about preferential access to the exchange’s co-location facility grew into the longest-running enforcement matter in Indian securities regulation. NSE paid SEBI Rs 1,491.21 crore to settle the co-location and dark fibre proceedings, the largest settlement sum the regulator has been asked to accept, yet as at 19 October 2026 SEBI had published no order disposing of them. In FY2026 NSE held 92.99% of Indian cash market turnover and 74.71% of equity options premium turnover, and still saw revenue fall 3.2% and profit 15.5%.

Offer structure and timetable

The offer is a pure secondary sale governed by the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018. NSE’s governing board authorised it by resolutions passed on 6 February 2026 and 12 June 2026, and the IPO committee recorded the selling shareholders’ consents on 1 June 2026.

Source: NSE Regulation 30 intimations dated 10 and 11 September 2026, the red herring prospectus dated 10 September 2026, the anchor allocation intimation of 16 September 2026, and BSE notice 20260923-39 dated 23 September 2026.

The offer period spanned five calendar days but contained three bidding sessions, because 19 and 20 September 2026 fell on a weekend. Bidding ran from 9:00 to 19:00 on 17 and 18 September. On the closing day, 21 September, the institutional and non-institutional books shut at 16:00 while the retail and employee books stayed open until 19:00, which was also the cut-off for confirming a UPI mandate.

Because no new shares were created, the share count is identical before and after the offer. The 126,436,650 shares on sale are 5.11% of the 2,475,000,000 shares outstanding. The offer was made under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules 1957, which sets the minimum proportion of post-offer capital that must be offered to the public and permits a smaller percentage for the largest issuers. NSE is already majority public-held, so the offer creates a listed float rather than satisfying a dilution requirement.

The net offer is split in the standard book-built proportions: not more than 50% to qualified institutional buyers , not less than 15% to non-institutional investors, and not less than 35% to retail individual investors. Up to 60% of the QIB portion may be allocated to anchor investors at the company’s discretion, of which one third is reserved for domestic mutual funds and a further 6.67% for life insurance companies and pension funds. Under-subscription in the QIB portion cannot be met by spillover from other categories; under-subscription in the retail or non-institutional portions can.

The non-institutional portion is itself split under Schedule XIII of the ICDR Regulations: one third for applications above Rs 2 lakh and up to Rs 10 lakh, two thirds for applications above Rs 10 lakh.

Price band, lot size and application sizes

The floor price was 1,700 times the Rs 1 face value and the cap price, at which the offer was priced, 1,785 times. The committee of public interest directors recommended the band at its meeting on 10 September 2026 and the governing board approved it, a sequence NSE disclosed the following day.

Retail individual investors could bid at the cut-off price, which meant accepting whatever offer price was finally discovered. Eligible employees could also bid at cut-off. The price was fixed at the Rs 1,785 cap, as BSE notice 20260923-39 records (“Rs. 1785/- per share (Face Value of Rs. 1/- and premium of Rs. 1784/-)”), and the Rs 170 employee discount brought the employee price to Rs 1,615.

An employee’s maximum bid amount is Rs 5 lakh, but initial allocation is capped at Rs 2 lakh. Only if the employee reservation is under-subscribed does the unsubscribed portion go proportionately to employees who bid above Rs 2 lakh.

The headline offer size depends on which figure is used. Multiplying 126,436,650 shares by the Rs 1,785 offer price gives Rs 22,568.94 crore gross. The 433,436 shares in the employee reservation were sold Rs 170 cheaper, a discount of Rs 7.37 crore, so the amount raised was Rs 22,561.57 crore, a webnotes.in calculation from the share counts in NSE’s bid data.

Anchor book

NSE allocated 37,793,739 equity shares to anchor investors for Rs 6,746.18 crore on 16 September 2026, every share at the Rs 1,785 cap price. The governing board finalised the allocation in consultation with the 20 book running lead managers, and the company secretary intimated it to BSE the same day. No allocation was made at any price below the cap; the anchor price was set at the top of the band.

The anchor portion is 29.89% of the 126,436,650 shares on offer, leaving 88,642,911 shares for the public book. The allocation table runs to 189 entries, which is not the same as 189 investors: Life Insurance Corporation of India occupies four rows, Whiteoak Capital thirteen and ITI seven, so a count of distinct institutions is lower than the row count.

Largest single allocation rows, from the anchor allocation intimation dated 16 September 2026. Amounts computed at Rs 1,785 per share.

Counting every row it appears in, the LIC group took 2,606,736 shares for Rs 465.30 crore: the insurer’s main account, its ULIP growth fund, its new pension plus growth fund and the NPS Trust scheme it manages. LIC Mutual Fund took a further 207,280 shares for Rs 37.00 crore through two schemes, which sits outside that total. The insurer is therefore the largest buyer in the anchor book while declining to sell any part of its 10.72% pre-offer holding.

Both mandatory sub-reservations were exceeded. Domestic mutual funds took 13,977,524 shares, 36.98% of the anchor portion, for Rs 2,494.99 crore, spread across 98 schemes run by 29 fund houses, against the 33.33% floor. Life insurance companies and pension funds took 6,060,744 shares, 16.04%, for Rs 1,081.84 crore across 27 entities, against a 6.67% floor. Domestic institutional demand, in other words, filled more than half the anchor book on its own.

Four rows in the book are labelled as offshore derivative instruments, the participatory-note route by which an unregistered foreign investor takes Indian exposure through a registered foreign portfolio investor . Together they account for 2,918,767 shares, 7.72% of the anchor portion, worth Rs 521.00 crore: Societe Generale 1,770,306, BNP Paribas Financial Markets 980,392, Morgan Stanley Asia (Singapore) 140,056 and BofA Securities Europe 28,013. The second largest single line in the anchor book of an Indian exchange is a participatory note, on a company whose own foreign ownership is capped at 5% per person under the SECC Regulations 2018.

Anchor allottees cannot sell into an early price move. Half the shares allotted to each, by value, are locked in for 30 days from allotment and the remaining half for 90 days.

Subscription

The offer was subscribed 5.71 times at the close on 21 September 2026, with bids for 505,811,384 shares against the 88,642,911 left after the anchor allocation. Every category cleared its reservation, and 79.7% of the shares in the final book were bid for after the close of day two.

Consolidated category-wise bid details across both exchange platforms, as published by NSE, updated as on 21 September 2026 at 19:00 (final) and 18 September 2026 at 19:00 (day two). The reserved column is the net offer after the anchor allocation, so the multiples exclude the anchor book.

Two traps sit in the published figures. The total of 5.71 times is measured against the 88,642,911 shares in the public book, not the 126,436,650 in the whole offer, because anchor shares were placed before bidding opened. And NSE’s issue page also shows a cumulative bid quantity for its own platform alone, which reads as 3.80 times. That figure omits bids placed through BSE and is not the subscription of the offer.

The final day turned on institutions. Qualified institutional bids rose from 38,566,944 shares at the end of day two to 319,715,504, an eightfold increase, as foreign institutional investors went from 5,485,616 shares to 140,319,136 and mutual funds from 2,803,248 to 54,084,792. Domestic banks, financial institutions and insurers, who had dominated the day-two book with 25,487,760 shares, finished at 67,962,488, and other qualified buyers at 57,349,088.

Retail closed at 1.39 times, the lowest multiple in the book, on 61,305,464 shares bid. Of those, 53,715,800, or 87.6%, were bid at the cut-off price rather than at a stated price. Under the ICDR Regulations each successful retail applicant receives at least one lot of eight shares, and a draw decides who is allotted once applicants outnumber the 5,512,640 lots in the 44,101,125-share category. The count of valid applications and the resulting ratio are set in the registrar’s basis of allotment , which could not be read at a primary source, so no retail allotment ratio is stated here.

Neither exchange maintains a dated archive of intraday bid files, publishing only the current cumulative position, so the day-one close cannot be retrieved from a primary source once it has been overwritten. No figure for it is stated here for that reason.

Rank among Indian public issues

At Rs 22,561.57 crore the NSE offer is the second largest IPO ever conducted in India.

Issue sizes as reported at the time of each offer. The NSE figure is computed from the 126,436,650 shares sold at the Rs 1,785 offer price, less the Rs 170 employee discount on 433,436 shares.

The Jio Platforms IPO , a fresh issue of 27 crore shares at Rs 1,065 to Rs 1,119 open from 21 to 23 October 2026, raises Rs 30,213 crore if fully subscribed at the upper band. If it completes at that size, NSE drops to third.

Four of the five largest Indian IPOs have been pure or predominantly secondary sales, which is a structural feature of the Indian market rather than a coincidence: the largest issuers are mature businesses whose owners want liquidity, not capital. NSE fits that pattern exactly. It held Rs 64,771.28 crore of treasury investments at 31 March 2026 and generates enough cash to fund its own capital expenditure, so a fresh issue would have served no purpose.

Listing on BSE rather than NSE

NSE cannot list on itself. The draft red herring prospectus states the position directly: the company “will only be listed on BSE as SECC Regulations do not permit self-listing”. BSE Limited was therefore both the listing venue and the designated stock exchange for the offer, meaning BSE approved the basis of allotment. BSE notice 20260923-39 of 23 September 2026 admitted all 2,475,000,000 shares to dealing in the A group from 24 September 2026, under scrip code 544937 and ISIN INE721I01024.

Regulation 45(2) of the SECC Regulations 2018 provides that a recognised stock exchange shall not list its own securities. The prohibition exists because a self-listed exchange would supervise trading in its own shares, set the circuit filters that apply to them, run the surveillance that would detect manipulation in them, and discipline the members trading them. Every one of those functions is a first-level regulatory duty that NSE performs over the 2,978 entities listed on it. Performing them over itself is the conflict the rule was written to prevent.

SEBI granted its no-objection for the listing by letter dated 30 January 2026, subject to conditions that include compliance with the SECC Regulations, compliance with the ICDR Regulations, and completion of the entire listing process within one year, that is before 30 January 2027. BSE gave its own in-principle approval for the listing by letter dated 20 July 2026. NSE had disclosed the deadline as a risk factor; the listing on 24 September 2026 met it with four months to spare.

The same constraint produced the mirror-image arrangement for BSE. BSE Limited listed on NSE on 3 February 2017, after an issue of 15,427,197 shares at a price band of Rs 805 to Rs 806, and its shares have traded on NSE ever since. The two exchanges each host the other’s shares, which is the only arrangement the regulations permit.

Press reports have raised the possibility of NSE shares later becoming tradable on NSE under the “permitted to trade” category while remaining listed on BSE. BSE’s managing director and chief executive officer, Sundararaman Ramamurthy, has said BSE sought exactly that permission in 2017 and was refused. The red herring prospectus provides only for the BSE listing. The question matters beyond symbolism, because a security has generally needed to trade on NSE to be eligible for inclusion in the Nifty indices.

Listing day and trading since

NSE shares opened at Rs 1,800 on BSE on 24 September 2026, 0.84% above the Rs 1,785 offer price, after the special pre-open session BSE runs for new listings. They touched Rs 1,878 within the day and closed at Rs 1,818, a gain of 1.85%, valuing the exchange at Rs 4,49,955 crore.

Prices in rupees per share from the BSE equity bhavcopy for each date, scrip code 544937. Percentages are webnotes.in calculations against the Rs 1,785 offer price.

Listing-day volume was 51,555,414 shares in 1,708,322 trades, for turnover of Rs 9,483.29 crore. Volume on the first day was equal to about 41% of the 126,436,650 shares sold in the offer, though a share traded more than once counts more than once.

The shares last closed above the offer price on 25 September 2026. Every close from 28 September to 16 October 2026 was below Rs 1,785; the lowest close was Rs 1,723.50 and the lowest intraday price Rs 1,712.00, both on 5 October, 4.09% under the offer price at the intraday low. On 16 October the stock reached exactly Rs 1,785 intraday before closing at Rs 1,749.45, which puts the market capitalisation at Rs 4,32,989 crore.

Selling shareholders

NSE has no promoter. Ownership was dispersed across 212,562 shareholders as recorded on 15 June 2026, and no single holder crossed 11% before or after the offer.

Before the offer: draft red herring prospectus, beneficiary position statement of 15 June 2026. At listing: pre-listing shareholding pattern filed with BSE under Regulation 31(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as on 23 September 2026.

The composition of the selling group changed materially between the draft prospectus and the red herring prospectus. The draft proposed an offer for sale of up to 148,905,525 shares; the September filing cut that to 126,436,650, a reduction of 15.1%. State Bank of India was the largest seller: its holding fell by 15,969,410 shares between the draft prospectus and listing, after it cut its planned sale from roughly 2.47 crore shares to about 1.60 crore. Canada Pension Plan Investment Board is the second largest seller and Aranda Investments the third. MS Strategic (Mauritius), Bank of Baroda, Stock Holding Corporation and General Insurance Corporation of India also trimmed their offered quantities, while SBI Capital Markets appeared as a new selling shareholder.

Life Insurance Corporation of India, the largest single holder at 10.72%, sold nothing and bought more. Its holding rose by 4,444,184 shares to 10.90% at listing; in the anchor book alone the insurer’s main account took 2,242,584 shares. An insurer adding to a stake it has held since the exchange’s founding, when it could have realised about Rs 47,350 crore at the offer price, is a signal from an existing shareholder about the price.

Shareholding pattern at listing

NSE’s pre-listing shareholding pattern, filed with BSE under Regulation 31(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and stated as on 23 September 2026, the day before listing, records 3,640,479 shareholders holding 2,475,000,000 shares. The whole register is classed as public shareholding; no category is shown as promoter or promoter group.

Pre-listing shareholding pattern of National Stock Exchange of India Limited, BSE scrip code 544937, as on 23 September 2026, from the XBRL filing on BSE. Sub-category rows are not exhaustive.

Holders of more than 1% at listing, beyond those in the selling-shareholder table, were DVI Fund (Mauritius) Ltd at 1.83%, TIMF Holdings at 1.75%, Radhakishan Shivkishan Damani at 1.58%, General Insurance Corporation of India at 1.39%, TA Asia Pacific Acquisitions at 1.30%, National Insurance Company at 1.26%, Oriental Insurance Company at 1.22%, Canada Pension Plan Investment Board at 1.12% and Rimco (Mauritius) Limited at 1.00%. Mutual funds held 19,222,097 shares, 0.78% of NSE, at listing; the 13,977,524 shares they took in the anchor book are 0.56% of the company on their own.

The shareholder count rose seventeenfold, from 212,562 to 3,640,479, between June 2026 and listing. The first quarterly pattern, as on 30 September 2026, falls due under Regulation 31(1)(b) by 21 October 2026 and is the first to reflect a week of secondary trading.

Financial record

NSE reports under Indian Accounting Standards, audited by Price Waterhouse and Co Chartered Accountants LLP. The restated consolidated figures cover the three years to 31 March 2026.

Restated consolidated financial information, draft red herring prospectus. EPS for all years is adjusted for the bonus issue of four shares for every one held, approved by the board on 3 May 2024 and by shareholders on 23 June 2024.

The margin profile is the striking feature. A normalised operating EBITDA margin above 76% in each of three years, and a profit after tax margin of 50.98% in FY2026, reflect a business whose marginal cost of processing an additional trade is close to zero. Employee costs were Rs 789.98 crore in FY2026 against total income of Rs 18,713.37 crore.

Total equity stood at Rs 32,113.54 crore at 31 March 2026 and the Core Settlement Guarantee Fund, the ring-fenced pool that backs the clearing corporation’s settlement guarantee, at Rs 13,079.15 crore. Neither is available to shareholders in the ordinary course: the Core SGF exists to absorb a clearing member default.

Revenue concentration in index options

Transaction charges were 78.65% of revenue from operations in FY2026, 79.55% in FY2025 and 82.07% in FY2024. Within that, options alone accounted for Rs 9,997.57 crore, or 60.2% of all revenue from operations.

Derived by webnotes.in from the key performance indicator table in the draft red herring prospectus, converting the reported figures from Rs million to Rs crore. Shares are of revenue from operations of Rs 16,601.31 crore.

A single product line on a single asset class supplies three rupees in every five. That concentration is the central commercial risk in the offer, and it is exposed to a regulator that has spent two years deliberately reducing the activity that generates it.

Customer concentration compounds it. NSE derived 46.78% of revenue from operations from its top ten trading members in FY2026, against 44.48% in FY2025. The largest discount brokers route a disproportionate share of retail derivatives flow, so the exchange’s revenue is sensitive both to the regulator’s treatment of options and to the commercial health of a handful of members.

The FY2026 decline

Revenue from operations fell 3.2% in FY2026 and profit for the year fell 15.5%. Two separate causes account for the gap between those numbers.

The first is volume. Average daily equity options turnover on a notional basis fell from Rs 312.84 lakh crore in FY2025 to Rs 258.28 lakh crore in FY2026, a decline of 17.4%. On a premium basis, the measure that actually drives transaction charges, average daily turnover fell 7.7% to Rs 57,661.75 crore. Equity futures turnover fell 14.2%. Cash market turnover fell 6.6%.

The second is the settlement provision. NSE recognised Rs 1,391.21 crore in other expenses for the year ended 31 March 2026 against its proposed settlement with SEBI. Other expenses rose from Rs 2,624.92 crore to Rs 3,790.06 crore, and the provision accounts for essentially the whole increase. Strip it out and the profit decline is a little over 4%, which is closer to the underlying volume story.

Two items ran the other way. NSE booked an exceptional gain of Rs 1,200.94 crore on the sale of investments in associates in FY2026, similar to the Rs 1,209.47 crore booked in FY2025, and its contribution to the Core Settlement Guarantee Fund fell to Rs 0.58 crore from Rs 234.09 crore. A separate exceptional charge of Rs 126.44 crore arose from the new labour codes.

Valuation against BSE

The draft prospectus identifies BSE Limited as the sole listed peer, on the grounds that it is the only comparable multi-asset Indian exchange with a similar revenue mix of transaction charges, listing fees and data services.

NSE ratios computed by webnotes.in on the restated FY2026 figures, at the Rs 1,785 offer price and at the Rs 1,749.45 BSE close of 16 October 2026. BSE prospectus ratios as disclosed in the draft red herring prospectus, its P/E based on the closing price on 12 June 2026. BSE Limited’s 16 October 2026 figures computed from its Rs 3,363.00 close in the NSE equity bhavcopy and 407,884,077 shares outstanding.

On the prospectus comparison NSE was priced at a 36% discount to BSE on earnings while generating 3.4 times the revenue and holding a market share several times larger in every segment except index options. BSE has de-rated since the June 2026 reference date. At the 16 October 2026 closes BSE traded at 55.5 times FY2026 earnings and NSE at 42.0 times, a discount of about 24%, and NSE’s market capitalisation was 3.16 times BSE’s.

BSE Limited’s price comes from NSE, not from BSE. Regulation 45(2) of the SECC Regulations 2018 bars BSE from listing on its own platform exactly as it bars NSE, so BSE Limited has traded only on NSE since 3 February 2017 and its shares do not appear in BSE’s own equity bhavcopy. Since 24 September 2026 each of India’s two national exchanges has been listed exclusively on the other, and each one’s price is read from its competitor’s bhavcopy.

Growth explains most of the gap. BSE grew FY2026 net profit 88.32% to Rs 2,496.98 crore while NSE’s fell 15.5%. An investor paying 42 times for NSE is buying scale and a de-rated multiple; one paying the current BSE multiple is buying the exchange that has been taking share.

Regulatory history behind the delay

NSE’s first attempt to list came in December 2016. It did not survive contact with a whistleblower complaint, sent to SEBI in January 2015, alleging that certain members using the exchange’s co-location facility received market data ahead of others because of how NSE’s tick-by-tick dissemination server handled connections.

SEBI issued three show cause notices, dated 22 May 2017, 3 July 2018 and 31 July 2018, covering the co-location facility, the separate dark fibre matter concerning preferential connectivity, and governance and conflict of interest. SEBI’s whole-time member passed orders on all three on 30 April 2019.

Orders and dates as disclosed in the summary of contingent liabilities in the draft red herring prospectus.

SEBI appealed the co-location and dark fibre outcomes to the Supreme Court. The court directed SEBI by interim order of 20 March 2023 to refund Rs 300 crore to NSE in the co-location appeal, and by interim order of 17 October 2023 to refund Rs 31 crore in the dark fibre appeal. It disposed of the dark fibre appeals by order of 3 September 2026. The co-location appeals are dealt with below.

A separate strand collapsed in NSE’s favour. Following directions from the Securities Appellate Tribunal in its order of 23 January 2023, SEBI issued a show cause notice dated 17 May 2023 alleging connivance between OPG Securities Private Limited and NSE employees. SEBI’s order of 13 September 2024 found the evidence insufficient to establish any connivance or collusion and disposed of the notice without directions.

The governance case that produced the most public attention, concerning former managing director Chitra Ramkrishna and the appointment of Anand Subramanian on the advice of an unidentified person described in internal correspondence as a Himalayan yogi, is the subject of the governance orders above.

The Rs 1,491.21 crore settlement

On 20 June 2025 NSE filed two settlement applications with SEBI under the SEBI (Settlement Proceedings) Regulations 2018, offering a cumulative Rs 1,387.39 crore to settle the co-location whole-time member and adjudicating officer orders and the dark fibre whole-time member and adjudicating officer orders together. On 13 March 2026 it filed revised terms raising the figure to Rs 1,491.21 crore.

That is the largest sum ever offered in an Indian securities-market settlement. The scale follows from how the Settlement Regulations compute base settlement values by reference to the nature of the party. A market infrastructure institution attracts the highest values, a point NSE itself flags as a risk factor: as an MII it is “exposed to highest base settlement values in terms of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 in cases of regulatory settlements”, so any contravention it settles costs more than the same contravention would cost another entity.

The accounting follows the offer rather than an order. NSE recognised a provision of Rs 1,391.21 crore in other expenses for FY2026, in addition to the Rs 100 crore imposed by SAT in the co-location appeal, which had already been adjusted against amounts deposited with SEBI in FY2023.

The money has moved. SEBI communicated in-principle agreement to the Rs 1,491.21 crore figure by email dated 30 July 2026, demanding Rs 714.74 crore in addition to the Rs 776.47 crore already deposited. NSE’s board approved the payment at its meeting the same day and the exchange paid SEBI on 31 July 2026. The red herring prospectus states the settlement amount as Rs 14,912.07 million, the deposit as Rs 7,764.70 million and the demand as Rs 7,147.37 million. A split of that total between the co-location and dark fibre matters circulates in press coverage but does not appear in the prospectus, so none is stated here.

The appeals have been unwound in stages. NSE and SEBI filed interlocutory applications dated 17 and 18 August 2026 respectively, asking the Supreme Court to dispose of both sets of appeals. The court disposed of the dark fibre appeals on 3 September 2026. As at the red herring prospectus of 10 September 2026 the co-location applications were still listed for hearing, and the prospectus records in terms that “the settlement order by SEBI in this regard is yet to be passed”.

Press reports of 18 September 2026 state that the Supreme Court allowed the settlement and disposed of the co-location appeals on that date. The order could not be confirmed at a primary source, so the report is noted rather than relied on, and the split of the settlement between the two matters that the same coverage gives is not repeated here.

What can be confirmed is the gap that remains a month after listing. SEBI’s settlement orders listing, consulted on 19 October 2026, runs to entries dated 12 October 2026 and contains nothing on NSE, co-location or dark fibre; the most recent NSE settlement orders on the regulator’s site are still the Trading Access Point order of 4 October 2024 and the inspection order of 31 July 2025. The sum has been paid and the dark fibre appeals are disposed of, but the instrument formally settling the proceedings has not been published.

Four other settlements are already closed and paid, and they indicate the running regulatory cost of the franchise.

Settlement orders and amounts as disclosed in the draft red herring prospectus. The June 2023 figure comprises Rs 49.77 crore paid by NSE and Rs 22.88 crore by NSE Clearing.

Taken with the Rs 1,491.21 crore, NSE has paid or offered about Rs 2,274 crore in settlements arising from conduct between 2012 and 2022.

Regulatory pressure on derivatives revenue

The measure that reshaped NSE’s largest revenue line is SEBI circular SEBI/HO/MRD/TPD-1/P/CIR/2024/132 dated 1 October 2024, “Measures to Strengthen Equity Index Derivatives Framework for Increased Investor Protection and Market Stability”. It followed a SEBI study published in September 2024 finding that about 93% of individual traders in equity futures and options lost money over FY2022 to FY2024.

The circular introduced six measures on a staggered timetable:

The weekly expiry rationalisation is the one that bears directly on NSE. Before it, NSE ran weekly expiries across several indices; afterwards it retained weekly options only on the Nifty 50, and BSE only on the Sensex. The Rs 15 lakh minimum contract value raised the Nifty lot size from 25 to 75 units, pricing out the smallest participants.

The measured effect appears in NSE’s own key performance indicators. Notional average daily equity options turnover peaked at Rs 323.57 lakh crore in FY2024, before any of the measures took effect, and fell to Rs 258.28 lakh crore by FY2026, a decline of 20.2% across two years while the cash market and the investor base both grew.

A separate enforcement action underlined how much of the remaining volume sits with a small number of firms. SEBI’s interim order dated 3 July 2025 restrained four Jane Street Group entities from the Indian securities market and impounded Rs 4,843.57 crore of alleged unlawful gains, on a prima facie finding of manipulative trading in the Nifty and Bank Nifty indices on expiry days between 1 January 2023 and 31 May 2025. The order noted that NSE had issued caution letters to the entities in February 2025. Jane Street deposited the sum in escrow on 14 July 2025 and resumed trading on 21 July 2025 while disputing the findings. It remains the largest impounding order SEBI has passed.

Competition from BSE

BSE was a marginal presence in index options until it relaunched Sensex derivatives in May 2023 and then used the expiry-day calendar as a competitive instrument. After the October 2024 circular restricted each exchange to one weekly expiry, the choice of which day that expiry falls on became the main lever either exchange had.

BSE’s share of index options premium turnover reached about 32.4% in June 2026, according to Jefferies research cited in the Indian financial press, down from a higher level earlier in the year after NSE gained an additional weekly expiry. NSE’s own FY2026 share of equity options premium turnover, at 74.71%, is well below the 99%-plus it holds in equity futures and 92.99% in the cash market.

The asymmetry is the point. NSE’s dominance is close to absolute everywhere except the one segment that supplies 60.2% of its revenue, and that is the segment where a listed competitor has taken roughly a quarter of the market in three years.

Ownership limits after listing

Anyone modelling a post-listing stake should read the shareholding limits in the SECC Regulations 2018 first. The public must hold at least 51% of a recognised stock exchange’s paid-up equity share capital. Individual resident shareholders are capped at 5%, certain institutional investors may hold up to 15%, and each person resident outside India is capped at 5%.

Compliance is monitored continuously rather than at the point of allotment. NSE has appointed CDSL as the designated depository for the purpose, and it discloses that no assurance can be given that the systems maintained for ensuring compliance will always work.

The practical consequences are that no strategic or control premium can ever attach to the shares, no takeover is possible, and both index inclusion and institutional position sizing are constrained. NSE lists the limitation as a risk factor in its own terms, noting that regulatory limitations on ownership of securities in a stock exchange may influence the way it is able to raise capital.

The same regulations shape the board. Public interest directors nominated by SEBI form the majority, the chairperson is a public interest director, and their appointment and reappointment do not require shareholder approval, which NSE also discloses as a risk factor. The chairperson is Srinivas Injeti and the managing director and chief executive officer is Ashishkumar Chauhan.

Dividend record

NSE paid a final dividend of Rs 35 per share for FY2026 and Rs 35 per share for FY2025, each absorbing Rs 8,662.50 crore. For FY2024 it paid Rs 18 per share on the pre-bonus share count of 495,000,000 shares, or Rs 4,455 crore.

The FY2026 payout is 84.1% of profit for the year. The dividend distribution policy adopted by the governing board on 25 August 2025 states that the company will endeavour to return the free cash flow generated in a financial year to shareholders, subject to statutory provisions. At the Rs 1,785 offer price, Rs 35 per share is a yield of 1.96%; at the Rs 1,749.45 close of 16 October 2026 it is 2.00%.

That yield is a genuine part of the return calculation at this multiple, and it rests on a business that converts a high proportion of profit to cash. It also depends on the regulatory fee NSE pays SEBI, which was Rs 796.35 crore in FY2026, and on settlement and penalty outcomes of the kind described above continuing to be exceptional rather than recurring.

Risks disclosed in the offer document

The prospectus runs 78 numbered risk factors. The ones that bear on the investment case rather than on generic market conditions are these.

Volume dependence. Any significant decrease in the volume or value of transactions executed on the exchange reduces revenue directly, and transaction charges were 78.65% of revenue from operations in FY2026.

Regulatory concentration. NSE operates under SEBI’s continuing supervision, is subject to periodic inspection, and as a market infrastructure institution faces the highest base settlement values under the Settlement Regulations. The circular of 6 June 2024 on financial disincentives for surveillance-related lapses prescribes penalties of Rs 25 lakh to Rs 1 crore; the SECC master circular permits penalties up to 20% of average standalone net profit of the preceding two years.

Technology failure. The offer document lists nine separate system incidents across FY2024 to FY2026, including a process failure on 9 March 2026 that caused intermittent login problems for members and an original equipment manufacturer software bug on 15 December 2025. The trading halt of 24 February 2021 cost Rs 72.65 crore in settlement.

Conflict between commercial and regulatory roles. NSE states that its public responsibilities as an exchange and a market infrastructure institution “may, at times, conflict” with the interests of shareholders. A listed exchange that is also a first-level regulator of its own listed competitors and members carries this permanently.

Loss-making subsidiaries. Seven subsidiaries reported losses in one or more of FY2024 to FY2026, including NSE IFSC Limited, NAL Academy Limited, NSE IFSC Clearing Corporation Limited and NSE Sustainability Ratings and Analytics Limited.

Compliance lapses. NSE discloses that disclosures relating to changes in senior management were delayed, causing non-compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and that the terms of three public interest directors expired on 27 November 2023 without immediate replacement.

No proceeds to the company. Risk factor 32 states it plainly. The offer funds selling shareholders, and the benefit to the company is confined to the listing itself.

Syndicate and intermediaries

Twenty book running lead managers were appointed, an unusually large syndicate even for an offer of this size: Kotak Mahindra Capital Company, JM Financial, Morgan Stanley India Company, Citigroup Global Markets India, HSBC Securities and Capital Markets (India), J.P. Morgan India, SBI Capital Markets, Anand Rathi Advisors, Avendus Capital, Axis Capital, DAM Capital Advisors, Equirus Capital, HDFC Bank, ICICI Securities, IDBI Capital Markets and Securities, IIFL Capital Services, Motilal Oswal Investment Advisors, Nuvama Wealth Management, Pantomath Capital Advisors and 360 ONE WAM.

Four of them are restricted to marketing the offer rather than performing full due diligence duties. Morgan Stanley India, SBI Capital Markets and ICICI Securities are associates of selling shareholders MS Strategic (Mauritius), State Bank of India and ICICI Lombard General Insurance respectively, which engages Regulation 21A of the SEBI (Merchant Bankers) Regulations 1992 and Regulation 23(3) of the ICDR Regulations. 360 ONE WAM is similarly restricted under Regulation 21C.

MUFG Intime India Private Limited, formerly Link Intime India, was the registrar to the offer. Cyril Amarchand Mangaldas is counsel to the company on Indian law and Latham and Watkins LLP on international law. Applications were made through the ASBA mechanism, with retail investors using the UPI mandate route.

See also

• National Stock Exchange of India
• BSE (Bombay Stock Exchange)
• Securities and Exchange Board of India
• Initial public offering
• Offer for sale
• Red herring prospectus
• Book building
• Anchor investor
• Qualified institutional buyer
• Basis of allotment
• IPO lot size
• ASBA
• UPI mandate
• Grey market premium
• Demat account
• Nifty 50
• Bank Nifty
• Index options
• Futures and options
• NSE Clearing
• NSE Emerge
• Market infrastructure institution
• Securities Appellate Tribunal
• NSE co-location case
• GIFT City
• Securities transaction tax
• How to read IPO subscription data
• How to improve IPO allotment chances
• How to check IPO allotment on BSE and NSE
• Employee IPO reservation
• Best broker for IPO in India

External references

1. Securities and Exchange Board of India, Measures to Strengthen Equity Index Derivatives Framework , circular SEBI/HO/MRD/TPD-1/P/CIR/2024/132, 1 October 2024.
2. National Stock Exchange of India, Regulation 30 intimation of RHP filing , 10 September 2026.
3. National Stock Exchange of India, Regulation 30 intimation of price band , 11 September 2026.
4. BSE Limited, notice 20260923-39, listing of equity shares of National Stock Exchange of India Limited , 23 September 2026.
5. BSE Limited, pre-listing shareholding pattern of National Stock Exchange of India Limited , as on 23 September 2026.
6. Securities and Exchange Board of India, SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018 .
7. Securities and Exchange Board of India, SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 .

References

1. National Stock Exchange of India Limited, Draft Red Herring Prospectus, filed with SEBI, 2026. Sections on the offer, capital structure, basis for offer price, summary of financial information, summary of contingent liabilities, risk factors and outstanding litigation.
2. National Stock Exchange of India Limited, intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, filing of the red herring prospectus dated 10 September 2026.
3. National Stock Exchange of India Limited, intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, price band, 11 September 2026.
4. National Stock Exchange of India Limited, Red Herring Prospectus, dated 10 September 2026, delivered to the Registrar of Companies, Mumbai. Settlement amounts, litigation status and the BSE in-principle approval.
5. National Stock Exchange of India Limited, stock exchange intimation letter on anchor investor allocation, 16 September 2026, addressed to BSE Limited.
6. National Stock Exchange of India Limited, issue information and consolidated category-wise bid details for symbol NSE, timestamped 18 September 2026 at 19:00 and 21 September 2026 at 19:00.
7. SEBI, settlement orders listing, consulted 19 October 2026, for the absence of any order in the co-location and dark fibre proceedings.
8. SEBI circular SEBI/HO/MRD/TPD-1/P/CIR/2024/132, Measures to Strengthen Equity Index Derivatives Framework for Increased Investor Protection and Market Stability, 1 October 2024.
9. SEBI, whole-time member orders in the co-location, dark fibre and governance matters, each dated 30 April 2019, as summarised in the draft red herring prospectus.
10. Securities Appellate Tribunal, order dated 23 January 2023 in the co-location appeal; orders dated 9 August 2023 and 14 December 2023 in the dark fibre appeals.
11. SEBI, interim order dated 3 July 2025 in the matter of Jane Street Group.
12. SEBI (Settlement Proceedings) Regulations 2018.
13. SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018, on shareholding limits, the 51% public holding requirement and the bar on self-listing.
14. Securities Contracts (Regulation) Rules 1957, Rule 19(2)(b).
15. BSE Limited, notice 20260923-39 dated 23 September 2026, listing of equity shares of National Stock Exchange of India Limited: issue price, date of allotment, A group admission from 24 September 2026.
16. BSE Limited, equity bhavcopies for 24 September 2026 to 16 October 2026, scrip code 544937; NSE equity bhavcopy of 16 October 2026 for BSE Limited.
17. National Stock Exchange of India Limited, shareholding pattern under Regulation 31(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, pre-listing, as on 23 September 2026, filed with BSE.