National Stock Exchange of India IPO
The National Stock Exchange of India IPO is an offer for sale of up to 126,436,650 equity shares of face value Rs 1 each by existing shareholders of National Stock Exchange of India Limited, priced between Rs 1,700 and Rs 1,785 per share, open for subscription from 17 to 21 September 2026 and listing on BSE Limited because the SECC Regulations forbid an exchange from listing on itself.
At the cap price the offer raises about Rs 22,569 crore and values the exchange at roughly Rs 4.42 lakh 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 are being issued, so the company receives nothing: the entire sum passes to selling shareholders, chief among them State Bank of India, Canada Pension Plan Investment Board and Aranda Investments (Mauritius) Pte Ltd.
The offer arrives ten years after NSE first tried to list. 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 has since offered SEBI Rs 1,491.21 crore to settle the co-location and dark fibre proceedings, the largest settlement sum the regulator has ever been asked to accept, and booked Rs 1,391.21 crore of it as a provision in the year ended 31 March 2026.
Those two facts, a near-monopoly franchise and an unresolved regulatory tail, frame the investment case. NSE held 92.99% of Indian cash market turnover and 74.71% of equity options premium turnover in FY2026, earned a 76.23% normalised operating margin, and yet saw revenue fall 3.2% and profit fall 15.5% in the same year. The sections below set out the offer mechanics, the financial record, the valuation against BSE, the regulatory history, and the risks the offer document itself discloses.
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.
| Item | Detail |
|---|---|
| Offer for sale | Up to 126,436,650 equity shares of face value Rs 1 |
| Fresh issue | None |
| Price band | Rs 1,700 (floor) to Rs 1,785 (cap) |
| Bid lot | 8 shares, and multiples of 8 |
| Anchor investor bidding | 16 September 2026 |
| Offer opens | 17 September 2026 |
| Offer closes | 21 September 2026 |
| Employee reservation | Up to Rs 70 crore, at a discount of Rs 170 per share |
| Shares outstanding, pre and post offer | 2,475,000,000 |
| Designated stock exchange | BSE Limited |
Source: NSE Regulation 30 intimations dated 10 and 11 September 2026, and the draft red herring prospectus.
Because no new shares are 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 is 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 is 1,700 times the Rs 1 face value and the cap price 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.
| Application | Shares | Cost at cap price |
|---|---|---|
| Minimum retail bid | 8 | Rs 14,280 |
| Maximum retail bid | 112 | Rs 1,99,920 |
| Minimum non-institutional bid | 120 | Rs 2,14,200 |
| Maximum employee bid | 280 (at Rs 1,615 after discount) | Rs 4,52,200 |
Retail individual investors may bid at the cut-off price, which means accepting whatever offer price is finally discovered. Eligible employees may also bid at cut-off. The employee discount of Rs 170 per share is applied to the offer price, so an employee bidding at the Rs 1,785 cap pays 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 cap gives Rs 22,568.94 crore, and by the Rs 1,700 floor gives Rs 21,494.23 crore. The aggregate stated in the offer documents is marginally lower, about Rs 22,562 crore at the cap, because the employee portion is sold at the discounted Rs 1,615.
Rank among Indian public issues
At the cap price the NSE offer is the second largest IPO ever conducted in India.
| Issuer | Month | Issue size (Rs crore) | Structure |
|---|---|---|---|
| Hyundai Motor India | October 2024 | 27,870 | Offer for sale |
| National Stock Exchange of India | September 2026 | 22,569 (at cap) | Offer for sale |
| Life Insurance Corporation of India | May 2022 | 20,557 | Offer for sale |
| One97 Communications (Paytm) | November 2021 | 18,300 | Fresh issue and offer for sale |
| Coal India | October 2010 | 15,457 | Offer for sale |
Issue sizes as reported at the time of each offer. The NSE figure is computed from the share count and cap price in the red herring prospectus.
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 is therefore both the listing venue and the designated stock exchange for the offer, meaning BSE approves the basis of allotment.
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. NSE flags the deadline as a risk factor in its own offer document: missing it would require an extension or a fresh approval that may not be granted in time.
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.
Selling shareholders
NSE has no promoter. Ownership is dispersed across 212,562 shareholders as recorded on 15 June 2026, and no single holder crosses 11%. The largest holdings before the offer were as follows.
| Shareholder | Shares | Pre-offer stake |
|---|---|---|
| Life Insurance Corporation of India | 265,275,000 | 10.72% |
| Aranda Investments (Mauritius) Pte Ltd | 112,463,356 | 4.54% |
| Stock Holding Corporation of India Limited | 110,000,000 | 4.44% |
| SBI Capital Markets Limited | 107,250,000 | 4.33% |
| Mahagony Limited | 92,295,000 | 3.73% |
| State Bank of India | 79,847,050 | 3.23% |
| PI Opportunities Fund I | 58,200,000 | 2.35% |
| Crown Capital Limited | 51,355,465 | 2.07% |
Shareholding as disclosed in the draft red herring prospectus, based on the beneficiary position statement of 15 June 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 is the largest seller at up to about 1.60 crore shares, having reduced its planned sale from roughly 2.47 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%, is not selling. An insurer choosing to retain a stake it has held since the exchange’s founding, at a moment when it could realise about Rs 47,000 crore at the cap price, is the most direct signal available from an existing shareholder about the price on offer.
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.
| Particulars (Rs crore) | FY2026 | FY2025 | FY2024 |
|---|---|---|---|
| Revenue from operations | 16,601.31 | 17,140.68 | 14,780.01 |
| Other income | 2,112.06 | 2,036.15 | 1,572.05 |
| Total income | 18,713.37 | 19,176.83 | 16,352.06 |
| Profit before tax, continuing operations | 13,895.58 | 15,474.78 | 11,184.28 |
| Profit for the year | 10,302.06 | 12,187.69 | 8,305.74 |
| Basic and diluted EPS (Rs) | 41.62 | 49.24 | 33.56 |
| Return on net worth | 33.21% | 45.14% | 37.60% |
| Net asset value per share (Rs) | 129.75 | 122.64 | 96.86 |
| Normalised operating EBITDA margin | 76.23% | 77.69% | 77.42% |
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.
| Revenue from operations, FY2026 (Rs crore) | Amount | Share |
|---|---|---|
| Transaction charges, options | 9,997.57 | 60.2% |
| Transaction charges, cash market | 1,554.64 | 9.4% |
| Transaction charges, futures | 1,480.10 | 8.9% |
| Data connectivity charges | 1,128.79 | 6.8% |
| Income on investments | 841.69 | 5.1% |
| Data feed and terminal services | 470.07 | 2.8% |
| Listing services | 352.44 | 2.1% |
| Clearing and settlement services | 251.45 | 1.5% |
| Data centre rack charges | 205.18 | 1.2% |
| Licensing services | 151.85 | 0.9% |
| Other transaction charges and other revenue | 167.53 | 1.0% |
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.
| Measure | NSE at cap price | BSE Limited |
|---|---|---|
| Price to earnings | 42.9 times | 66.67 times |
| Basic and diluted EPS, FY2026 | Rs 41.62 | Rs 60.61 |
| Return on net worth, FY2026 | 33.21% | 45.00% |
| Net asset value per share | Rs 129.75 | Rs 163.60 |
| Revenue from operations, FY2026 | Rs 16,601.31 crore | Rs 4,833.95 crore |
| Price to book | 13.8 times | Not stated |
NSE ratios computed by webnotes.in at the Rs 1,785 cap price on the restated FY2026 figures. BSE ratios as disclosed in the draft red herring prospectus, its P/E based on the closing price on 12 June 2026.
On the prospectus comparison NSE is 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. Two qualifications matter. BSE has de-rated since the June 2026 reference date: it closed at Rs 3,363.60 on 15 September 2026 for a market capitalisation of about Rs 1.38 lakh crore, which on its FY2026 earnings is closer to 50 times than 67 times. Against that current multiple NSE’s discount narrows to roughly 14%.
The second qualification is growth. BSE grew FY2026 net profit 88.32% to Rs 2,496.98 crore while NSE’s fell 15.5%. An investor paying 43 times for NSE is buying scale and a de-rated multiple; one paying 50 times for BSE is buying the exchange that has been taking share. At the cap price NSE’s market capitalisation of about Rs 4.42 lakh crore is 3.2 times BSE’s.
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.
| Matter | SEBI order | Direction | Appellate outcome |
|---|---|---|---|
| Co-location | WTM order, 30 April 2019 | Disgorge Rs 624.89 crore with 12% interest from 1 April 2014; six-month market access ban | SAT order of 23 January 2023 upheld the non-monetary directions, set aside the disgorgement and substituted Rs 100 crore to the Investor Education and Protection Fund |
| Co-location | AO order, 10 February 2021 | Penalty Rs 1 crore | Appealed to SAT |
| Dark fibre | WTM order, 30 April 2019 | Deposit Rs 62.58 crore with 12% interest from 11 September 2015 | SAT order of 9 August 2023 reversed the disgorgement |
| Dark fibre | AO order, 28 June 2022 | Penalty Rs 7 crore | SAT order of 14 December 2023 set the order aside |
| Governance and conflict of interest | WTM order, 30 April 2019 | Non-monetary remedial directions | NSE withdrew its appeals on 24 July 2024 |
| Governance and conflict of interest | AO order, 30 June 2022 | Penalty Rs 1 crore | Paid with interest on 29 July 2024 |
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, where they remain pending. The Supreme 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.
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 draft red herring prospectus, prepared in June 2026, records the applications as pending final disposal with SEBI and the outcome as uncertain. SEBI subsequently communicated in-principle agreement to the Rs 1,491.21 crore figure, reported by NSE in its financial results as a letter dated 30 July 2026, with a demand of Rs 714.74 crore in addition to the Rs 776.47 crore already deposited. The reported split is Rs 1,223.56 crore for co-location and Rs 267.65 crore for dark fibre.
Two things remain outstanding on the public record at the date of this offer. A settlement order disposing of the applications has not been published by SEBI, and the Supreme Court appeals cannot be withdrawn until the settlement completes, which SEBI and NSE would then need to seek jointly. An investor reading only the headline that the co-location case has been settled should note that the instrument settling it has not been issued.
Four other settlements are already closed and paid, and they indicate the running regulatory cost of the franchise.
| Settlement order | Matter | Amount paid |
|---|---|---|
| 4 October 2024 | Trading Access Point architecture and network connectivity | Rs 643.05 crore |
| 29 October 2024 | NSE Clearing under the interoperability framework | Rs 27.13 crore |
| 31 July 2025 | Inspection for 1 February 2021 to 31 March 2022 | Rs 40.35 crore |
| 20 and 28 June 2023 | Trading halt and systems failure of 24 February 2021 | Rs 72.65 crore |
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 proposed 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:
| Measure | Effective |
|---|---|
| Minimum contract value raised to Rs 15 lakh | 20 November 2024 |
| One weekly expiry per exchange, on one benchmark index | 20 November 2024 |
| Additional 2% extreme loss margin on short options on expiry day | 20 November 2024 |
| Upfront collection of options premium from buyers | 1 February 2025 |
| Calendar spread benefit withdrawn on expiry day | 1 February 2025 |
| Intraday monitoring of position limits, at least four random snapshots | 1 April 2025 |
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 cap price, Rs 35 per share is a yield of 1.96%; at the Rs 1,700 floor it is 2.06%.
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, is 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 are made through the ASBA mechanism, with retail investors using the UPI mandate route.
Frequently asked questions
When does the NSE IPO open and close?
What is the NSE IPO price band and lot size?
What is the minimum investment in the NSE IPO?
What is the maximum a retail investor can apply for in the NSE IPO?
Does NSE receive any money from its IPO?
How many shares are being sold in the NSE IPO?
Was the NSE IPO offer size reduced?
What is the face value of an NSE share?
Is there a retail or shareholder discount in the NSE IPO?
How is the NSE IPO divided between investor categories?
When is NSE IPO allotment and listing expected?
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Can the NSE IPO be applied for through a broker application?
Can an investor make more than one application to the NSE IPO?
Can a Hindu undivided family apply for the NSE IPO?
Can non-resident Indians apply for the NSE IPO?
What does bidding at the cut-off price mean in the NSE IPO?
Can an NSE IPO bid be revised or withdrawn?
What is the anchor investor portion in the NSE IPO?
What lock-in applies to anchor investors in the NSE IPO?
What is the employee reservation in the NSE IPO?
Where will NSE shares be listed?
Why can NSE not list on its own exchange?
Will NSE shares ever trade on the NSE platform?
Will NSE shares be included in the Nifty 50?
Is the NSE IPO the largest in Indian history?
What is NSE's market capitalisation at the IPO price?
Is LIC selling shares in the NSE IPO?
Who is the largest selling shareholder in the NSE IPO?
Who owns NSE?
Does NSE have a promoter?
Can a single investor buy a large stake in NSE after listing?
Can NSE be taken over after listing?
What were NSE's revenue and profit in FY2026?
Why did NSE's profit fall in FY2026?
How does NSE make money?
What share of NSE's revenue comes from index options?
What are NSE's operating margins?
What is NSE's return on equity?
Does NSE carry debt?
What dividend does NSE pay?
What is the Core Settlement Guarantee Fund?
What is the NSE IPO valuation compared with BSE?
What is NSE's price to book ratio at the IPO price?
Why is NSE priced below BSE on earnings?
Why did the NSE IPO take ten years?
What was the NSE co-location case?
What was the dark fibre matter?
How much did NSE pay SEBI to settle the co-location case?
Has SEBI passed a final settlement order in the NSE matter?
When did SEBI give its no objection for the NSE IPO?
What happens if NSE misses the listing deadline?
What penalties and settlements has NSE already paid?
What are the main risks in the NSE IPO?
How did SEBI's 2024 derivatives rules affect NSE?
What is the Jane Street matter?
How much market share does NSE have?
Is BSE taking market share from NSE?
How are gains on NSE shares taxed after listing?
When can an NSE IPO allottee sell the shares?
Will NSE shares have futures and options after listing?
What is the grey market premium on the NSE IPO?
Who are the lead managers to the NSE IPO?
Who is the chief executive of NSE?
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
- 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.
- National Stock Exchange of India, Regulation 30 intimation of RHP filing , 10 September 2026.
- National Stock Exchange of India, Regulation 30 intimation of price band , 11 September 2026.
- National Stock Exchange of India, corporate website .
- BSE Limited, corporate website .
- Securities and Exchange Board of India, SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018 .
- Securities and Exchange Board of India, SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 .
References
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- SEBI, interim order dated 3 July 2025 in the matter of Jane Street Group.
- SEBI (Settlement Proceedings) Regulations 2018.
- SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018, on shareholding limits, the 51% public holding requirement and the bar on self-listing.
- Securities Contracts (Regulation) Rules 1957, Rule 19(2)(b).