IPO NSE IPO National Stock Exchange offer for sale SEBI BSE index options co-location case book building

National Stock Exchange of India IPO

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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.

ItemDetail
Offer for saleUp to 126,436,650 equity shares of face value Rs 1
Fresh issueNone
Price bandRs 1,700 (floor) to Rs 1,785 (cap)
Bid lot8 shares, and multiples of 8
Anchor investor bidding16 September 2026
Offer opens17 September 2026
Offer closes21 September 2026
Employee reservationUp to Rs 70 crore, at a discount of Rs 170 per share
Shares outstanding, pre and post offer2,475,000,000
Designated stock exchangeBSE 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.

ApplicationSharesCost at cap price
Minimum retail bid8Rs 14,280
Maximum retail bid112Rs 1,99,920
Minimum non-institutional bid120Rs 2,14,200
Maximum employee bid280 (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.

IssuerMonthIssue size (Rs crore)Structure
Hyundai Motor IndiaOctober 202427,870Offer for sale
National Stock Exchange of IndiaSeptember 202622,569 (at cap)Offer for sale
Life Insurance Corporation of IndiaMay 202220,557Offer for sale
One97 Communications (Paytm)November 202118,300Fresh issue and offer for sale
Coal IndiaOctober 201015,457Offer 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.

ShareholderSharesPre-offer stake
Life Insurance Corporation of India265,275,00010.72%
Aranda Investments (Mauritius) Pte Ltd112,463,3564.54%
Stock Holding Corporation of India Limited110,000,0004.44%
SBI Capital Markets Limited107,250,0004.33%
Mahagony Limited92,295,0003.73%
State Bank of India79,847,0503.23%
PI Opportunities Fund I58,200,0002.35%
Crown Capital Limited51,355,4652.07%

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)FY2026FY2025FY2024
Revenue from operations16,601.3117,140.6814,780.01
Other income2,112.062,036.151,572.05
Total income18,713.3719,176.8316,352.06
Profit before tax, continuing operations13,895.5815,474.7811,184.28
Profit for the year10,302.0612,187.698,305.74
Basic and diluted EPS (Rs)41.6249.2433.56
Return on net worth33.21%45.14%37.60%
Net asset value per share (Rs)129.75122.6496.86
Normalised operating EBITDA margin76.23%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)AmountShare
Transaction charges, options9,997.5760.2%
Transaction charges, cash market1,554.649.4%
Transaction charges, futures1,480.108.9%
Data connectivity charges1,128.796.8%
Income on investments841.695.1%
Data feed and terminal services470.072.8%
Listing services352.442.1%
Clearing and settlement services251.451.5%
Data centre rack charges205.181.2%
Licensing services151.850.9%
Other transaction charges and other revenue167.531.0%

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.

MeasureNSE at cap priceBSE Limited
Price to earnings42.9 times66.67 times
Basic and diluted EPS, FY2026Rs 41.62Rs 60.61
Return on net worth, FY202633.21%45.00%
Net asset value per shareRs 129.75Rs 163.60
Revenue from operations, FY2026Rs 16,601.31 croreRs 4,833.95 crore
Price to book13.8 timesNot 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.

MatterSEBI orderDirectionAppellate outcome
Co-locationWTM order, 30 April 2019Disgorge Rs 624.89 crore with 12% interest from 1 April 2014; six-month market access banSAT 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-locationAO order, 10 February 2021Penalty Rs 1 croreAppealed to SAT
Dark fibreWTM order, 30 April 2019Deposit Rs 62.58 crore with 12% interest from 11 September 2015SAT order of 9 August 2023 reversed the disgorgement
Dark fibreAO order, 28 June 2022Penalty Rs 7 croreSAT order of 14 December 2023 set the order aside
Governance and conflict of interestWTM order, 30 April 2019Non-monetary remedial directionsNSE withdrew its appeals on 24 July 2024
Governance and conflict of interestAO order, 30 June 2022Penalty Rs 1 crorePaid 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 orderMatterAmount paid
4 October 2024Trading Access Point architecture and network connectivityRs 643.05 crore
29 October 2024NSE Clearing under the interoperability frameworkRs 27.13 crore
31 July 2025Inspection for 1 February 2021 to 31 March 2022Rs 40.35 crore
20 and 28 June 2023Trading halt and systems failure of 24 February 2021Rs 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:

MeasureEffective
Minimum contract value raised to Rs 15 lakh20 November 2024
One weekly expiry per exchange, on one benchmark index20 November 2024
Additional 2% extreme loss margin on short options on expiry day20 November 2024
Upfront collection of options premium from buyers1 February 2025
Calendar spread benefit withdrawn on expiry day1 February 2025
Intraday monitoring of position limits, at least four random snapshots1 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?
The offer opens on Thursday 17 September 2026 and closes on Monday 21 September 2026. Anchor investor bidding takes place on Wednesday 16 September 2026. NSE disclosed these dates in its Regulation 30 intimation dated 10 September 2026.
What is the NSE IPO price band and lot size?
The price band is Rs 1,700 to Rs 1,785 per equity share of face value Rs 1. The minimum bid lot is eight shares, in multiples of eight thereafter. A retail application at the cap price therefore costs Rs 14,280.
What is the minimum investment in the NSE IPO?
Rs 14,280, being eight shares at the Rs 1,785 cap price. A bid at the Rs 1,700 floor would cost Rs 13,600, but retail investors bidding at cut-off must have the cap-price amount blocked, so Rs 14,280 is the working minimum.
What is the maximum a retail investor can apply for in the NSE IPO?
Rs 2 lakh, which at the Rs 1,785 cap price means 112 shares, or 14 lots, costing Rs 1,99,920. An application above Rs 2 lakh falls into the non-institutional category, where the smallest permissible bid is 120 shares.
Does NSE receive any money from its IPO?
No. The offer is entirely an offer for sale by existing shareholders. There is no fresh issue, so every rupee raised goes to the selling shareholders. The draft red herring prospectus states plainly that the company will not receive any proceeds.
How many shares are being sold in the NSE IPO?
Up to 126,436,650 equity shares of face value Rs 1 each. That is 5.11% of the 2,475,000,000 shares outstanding. Because no new shares are issued, the share count is identical before and after the offer.
Was the NSE IPO offer size reduced?
Yes. The draft red herring prospectus proposed an offer for sale of up to 148,905,525 shares. The red herring prospectus filed on 10 September 2026 cut that to 126,436,650 shares, a reduction of 15.1%, with several institutional sellers trimming their quantities.
What is the face value of an NSE share?
Rs 1 per equity share. At the Rs 1,700 floor price the offer is 1,700 times face value, and at the Rs 1,785 cap price it is 1,785 times. Face value is a book concept and has no bearing on what the share is worth.
Is there a retail or shareholder discount in the NSE IPO?
No. The only discount is Rs 170 per share for eligible employees bidding in the employee reservation portion. There is no retail discount and no shareholder quota, because NSE has no listed parent whose shareholders could claim one.
How is the NSE IPO divided between investor categories?
Qualified institutional buyers receive not more than 50% of the net offer, non-institutional investors not less than 15%, and retail individual investors not less than 35%. Up to 60% of the QIB portion may be allotted to anchor investors.
When is NSE IPO allotment and listing expected?
Allotment is expected on 22 September 2026, with credit of shares and refunds on 23 September 2026 and listing on BSE on 24 September 2026. These dates follow the standard timetable and depend on the registrar finalising the basis of allotment.
How does an investor apply for the NSE IPO?
Through the ASBA mechanism, which blocks the application amount in the bank account rather than debiting it. Retail investors normally apply through a broker platform using a UPI mandate, or through a self-certified syndicate bank’s net banking facility.
Can the NSE IPO be applied for through a broker application?
Yes. Any SEBI-registered broker offering IPO access supports the offer, with the bid routed to BSE as the designated stock exchange. The investor approves a UPI mandate to block funds, or submits an ASBA form through a self-certified syndicate bank.
Can an investor make more than one application to the NSE IPO?
No. Multiple applications using the same permanent account number are rejected by the registrar. Separate family members with their own PAN and demat account may each apply, and an application in the employee portion is additional to a retail application.
Can a Hindu undivided family apply for the NSE IPO?
Yes. A Hindu undivided family applies through the karta, using the HUF permanent account number and a demat account in the HUF name. Such an application counts in the retail category if it is for Rs 2 lakh or less.
Can non-resident Indians apply for the NSE IPO?
Yes, on a repatriable or non-repatriable basis through the appropriate bank account, subject to the foreign ownership restrictions applicable to a recognised stock exchange. Each person resident outside India is capped at 5% of NSE under the SECC Regulations 2018.
What does bidding at the cut-off price mean in the NSE IPO?
It means accepting whatever final offer price is discovered within the Rs 1,700 to Rs 1,785 band. Only retail individual investors and eligible employees may bid at cut-off. The cap price amount is blocked, and any excess is released after allotment.
Can an NSE IPO bid be revised or withdrawn?
Retail individual investors and eligible employees may revise or withdraw a bid until the offer closes on 21 September 2026. Qualified institutional buyers and non-institutional investors may revise upward but may not withdraw or lower their bids after submission.
What is the anchor investor portion in the NSE IPO?
Up to 60% of the qualified institutional buyer portion, allotted on a discretionary basis on 16 September 2026, one working day before the offer opens. An anchor investor must bid at least Rs 10 crore. One third is reserved for domestic mutual funds.
What lock-in applies to anchor investors in the NSE IPO?
Half the shares allotted to an anchor investor, by value, are locked in for 30 days from allotment and the remaining half for 90 days. The lock-in is not waivable, so anchor investors cannot sell into an early price rise.
What is the employee reservation in the NSE IPO?
Up to Rs 70 crore of shares is reserved for eligible employees, who receive a discount of Rs 170 per share to the offer price. An individual employee may bid up to Rs 5 lakh, though initial allocation is capped at Rs 2 lakh per employee.
Where will NSE shares be listed?
On BSE Limited. Regulation 45(2) of the SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018 provides that a recognised stock exchange shall not list its own securities, so NSE lists on its competitor. BSE is also the designated stock exchange.
Why can NSE not list on its own exchange?
Because an exchange listing on itself would supervise trading in its own shares, set their circuit filters, run the surveillance meant to detect manipulation in them, and discipline the members trading them. Those are first-level regulatory duties, and performing them over itself is the conflict the rule prevents.
Will NSE shares ever trade on the NSE platform?
The red herring prospectus provides only for a BSE listing. Press reports have raised a permitted to trade route, but BSE has said it sought the same permission for its own shares in 2017 and was refused. Nothing has been notified.
Will NSE shares be included in the Nifty 50?
Not automatically. A security has generally needed to trade on NSE to qualify for inclusion in the Nifty indices, and NSE shares are listed on BSE. Index eligibility also depends on free float, liquidity and the index methodology in force.
Is the NSE IPO the largest in Indian history?
No, it is the second largest. At the cap price the offer raises about Rs 22,569 crore, ahead of LIC’s Rs 20,557.23 crore issue of May 2022 but behind Hyundai Motor India’s Rs 27,870 crore offer of October 2024.
What is NSE's market capitalisation at the IPO price?
About Rs 4.42 lakh crore at the Rs 1,785 cap price and about Rs 4.21 lakh crore at the Rs 1,700 floor, on 2,475,000,000 shares outstanding. At the cap that is roughly 3.2 times BSE’s market capitalisation in September 2026.
Is LIC selling shares in the NSE IPO?
No. Life Insurance Corporation of India holds 10.72% of NSE, the single largest holding, and is not among the selling shareholders in the red herring prospectus. State Bank of India is the largest seller, offering up to about 1.60 crore shares.
Who is the largest selling shareholder in the NSE IPO?
State Bank of India, offering up to about 1.60 crore shares, reduced from roughly 2.47 crore in the draft prospectus. Canada Pension Plan Investment Board is the second largest seller and Aranda Investments (Mauritius) Pte Ltd the third.
Who owns NSE?
Ownership is dispersed across 212,562 shareholders as recorded on 15 June 2026, with no holder above 11%. The largest are Life Insurance Corporation of India at 10.72%, Aranda Investments (Mauritius) at 4.54%, Stock Holding Corporation of India at 4.44% and SBI Capital Markets at 4.33%.
Does NSE have a promoter?
No. NSE is a professionally managed company with no identifiable promoter, which is why the offer document carries no promoter section and no promoter contribution or lock-in. The SECC Regulations 2018 require the public to hold at least 51% of a recognised stock exchange.
Can a single investor buy a large stake in NSE after listing?
No. The SECC Regulations 2018 cap individual resident shareholders at 5% of a recognised stock exchange, allow certain institutional investors up to 15%, cap each person resident outside India at 5%, and require the public to hold at least 51% of paid-up equity capital.
Can NSE be taken over after listing?
No. The shareholding caps under the SECC Regulations 2018 make a controlling stake impossible without SEBI approval and a fit and proper determination, so no control premium can attach to the shares and the ordinary takeover route is closed.
What were NSE's revenue and profit in FY2026?
Revenue from operations was Rs 16,601.31 crore and total income Rs 18,713.37 crore for the year ended 31 March 2026. Profit for the year was Rs 10,302.06 crore, giving basic and diluted earnings per share of Rs 41.62.
Why did NSE's profit fall in FY2026?
Profit fell 15.5% to Rs 10,302.06 crore mainly because NSE booked a Rs 1,391.21 crore provision for its proposed SEBI settlement. Index options volumes also fell after SEBI’s derivatives curbs of October 2024, reducing transaction charges.
How does NSE make money?
Chiefly from transaction charges levied on trading members, which were 78.65% of revenue from operations in FY2026. The remainder comes from data connectivity and colocation, data feeds and terminals, listing fees, index licensing, clearing and settlement services, and income on investments.
What share of NSE's revenue comes from index options?
Options transaction charges were Rs 9,997.57 crore of NSE’s Rs 16,601.31 crore revenue from operations in FY2026, or 60.2%. Transaction charges across all segments were 78.65% of revenue from operations, making the business heavily dependent on derivatives turnover.
What are NSE's operating margins?
Normalised operating EBITDA margin was 76.23% in FY2026, 77.69% in FY2025 and 77.42% in FY2024. Profit after tax margin was 50.98% in FY2026. The margins reflect a platform whose marginal cost of processing an additional trade is close to zero.
What is NSE's return on equity?
Return on net worth was 33.21% in FY2026, down from 45.14% in FY2025 and 37.60% in FY2024. The FY2026 fall reflects the settlement provision and lower derivatives volumes rather than any change in the underlying cost structure.
Does NSE carry debt?
NSE is not a borrower in any meaningful sense. It held Rs 64,771.28 crore of treasury investments at 31 March 2026 and funds its capital expenditure from operating cash flow, which is why the offer is a pure secondary sale rather than a fund raise.
What dividend does NSE pay?
NSE paid Rs 35 per share for FY2026 and Rs 35 for FY2025, absorbing Rs 8,662.50 crore or 84.1% of FY2026 profit. At the Rs 1,785 cap price that is a yield of 1.96%. The dividend policy adopted on 25 August 2025 targets returning free cash flow.
What is the Core Settlement Guarantee Fund?
A ring-fenced pool maintained by the clearing corporation against which no exposure is given, available unconditionally to meet settlement obligations if a clearing member fails. It stood at Rs 13,079.15 crore on 31 March 2026 and is not distributable to shareholders.
What is the NSE IPO valuation compared with BSE?
At the Rs 1,785 cap price NSE trades at 42.9 times FY2026 earnings of Rs 41.62 per share and 13.8 times book value of Rs 129.75. The draft prospectus cites BSE Limited at 66.67 times, so NSE is priced below its only listed peer.
What is NSE's price to book ratio at the IPO price?
About 13.8 times at the Rs 1,785 cap price, against net asset value of Rs 129.75 per share at 31 March 2026. At the Rs 1,700 floor the multiple is about 13.1 times. Book value understates an exchange, whose main assets are intangible.
Why is NSE priced below BSE on earnings?
BSE grew FY2026 net profit 88.32% while NSE’s fell 15.5%, and BSE has been taking index options share. The prospectus comparison also uses BSE’s price on 12 June 2026; BSE has de-rated since, narrowing the gap from about 36% to roughly 14%.
Why did the NSE IPO take ten years?
NSE first filed in December 2016. A whistleblower complaint about preferential access to its colocation facility became the longest running enforcement matter in Indian securities regulation, and SEBI did not clear the listing until the exchange moved to settle it.
What was the NSE co-location case?
An allegation that certain members using NSE’s colocation facility received market data ahead of others because of how the tick by tick dissemination server handled connections. SEBI’s whole-time member ordered disgorgement of Rs 624.89 crore with interest on 30 April 2019.
What was the dark fibre matter?
A separate proceeding concerning preferential network connectivity to NSE. SEBI’s whole-time member order of 30 April 2019 directed a deposit of Rs 62.58 crore with interest, and an adjudicating officer levied Rs 7 crore on 28 June 2022. Both were later set aside on appeal.
How much did NSE pay SEBI to settle the co-location case?
NSE offered Rs 1,491.21 crore in revised settlement terms filed on 13 March 2026, covering both the colocation and dark fibre matters. That figure replaced the Rs 1,387.39 crore it first offered on 20 June 2025. It is the largest settlement sum in Indian securities-market history.
Has SEBI passed a final settlement order in the NSE matter?
Not on the public record at the date of the offer. SEBI has communicated in-principle agreement to the Rs 1,491.21 crore figure, but no settlement order has been published, and the Supreme Court appeals cannot be withdrawn until the settlement completes.
When did SEBI give its no objection for the NSE IPO?
By letter dated 30 January 2026, subject to conditions including compliance with the SECC Regulations and the ICDR Regulations. The letter requires the entire listing process to be completed within one year, that is before 30 January 2027.
What happens if NSE misses the listing deadline?
NSE would have to apply to SEBI for an extension or a fresh approval, which its own offer document says may not be granted in a timely manner or at all. The deadline of 30 January 2027 is disclosed as a risk factor.
What penalties and settlements has NSE already paid?
Four settlements closed between June 2023 and July 2025: Rs 643.05 crore on the Trading Access Point architecture, Rs 72.65 crore on the February 2021 trading halt, Rs 40.35 crore on an inspection, and Rs 27.13 crore on clearing interoperability.
What are the main risks in the NSE IPO?
The offer document lists 78 risk factors. The commercially significant ones are dependence on transaction charges at 78.65% of revenue, concentration in index options at 60.2%, continuing SEBI regulation of derivatives, technology failure, competition from BSE, and the conflict between commercial and regulatory roles.
How did SEBI's 2024 derivatives rules affect NSE?
SEBI circular SEBI/HO/MRD/TPD-1/P/CIR/2024/132 dated 1 October 2024 raised the minimum contract value to Rs 15 lakh and limited each exchange to one weekly expiry. NSE’s notional average daily options turnover fell 20.2% between FY2024 and FY2026.
What is the Jane Street matter?
SEBI’s interim order of 3 July 2025 restrained four Jane Street Group entities from the Indian securities market and impounded Rs 4,843.57 crore, on a prima facie finding of manipulative trading in the Nifty and Bank Nifty indices on expiry days.
How much market share does NSE have?
In FY2026 NSE held 92.99% of cash market turnover, 99.79% of equity futures turnover, 74.71% of equity options premium turnover, 99.48% of currency futures and 100.00% of currency options, according to the Redseer report cited in the offer document.
Is BSE taking market share from NSE?
In index options, yes. BSE’s share of index options premium turnover reached about 32.4% in June 2026 according to Jefferies research. NSE retains 92.99% of the cash market and above 99% of equity futures, so the competition is confined to one segment.
How are gains on NSE shares taxed after listing?
As listed equity. Short-term capital gains on a holding of 12 months or less are taxed at 20% under Section 111A, and long-term gains at 12.5% above an annual exemption of Rs 1.25 lakh under Section 112A, both after the Finance (No. 2) Act 2024.
When can an NSE IPO allottee sell the shares?
From the moment trading commences on BSE, expected on 24 September 2026. No lock-in applies to retail, non-institutional or employee allottees. Only anchor investors face a lock-in, of 30 days on half their allotment and 90 days on the remainder.
Will NSE shares have futures and options after listing?
Not immediately. A newly listed security must meet the exchange eligibility criteria on market capitalisation, liquidity and quantity delivered before derivatives are introduced on it, and the decision rests with the exchange concerned under SEBI’s framework.
What is the grey market premium on the NSE IPO?
Grey market premium is an unofficial quote from private dealers for shares before listing. It has no regulatory standing, is not reported by any exchange or by SEBI, and is not published here for that reason. It does not determine the allotment or listing price.
Who are the lead managers to the NSE IPO?
Twenty book running lead managers, led by Kotak Mahindra Capital, JM Financial, Morgan Stanley India, Citigroup Global Markets India, HSBC Securities, J.P. Morgan India, SBI Capital Markets and Axis Capital. MUFG Intime India Private Limited is the registrar to the offer.
Who is the chief executive of NSE?
Ashishkumar Chauhan has been managing director and chief executive officer since 26 July 2022, having previously led BSE. The chairperson of the governing board is Srinivas Injeti, and the chief financial officer is Ian Desouza.

See also

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. National Stock Exchange of India, corporate website .
  5. BSE Limited, corporate website .
  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. 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.
  5. 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.
  6. 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.
  7. SEBI, interim order dated 3 July 2025 in the matter of Jane Street Group.
  8. SEBI (Settlement Proceedings) Regulations 2018.
  9. SEBI (Stock Exchanges and Clearing Corporations) Regulations 2018, on shareholding limits, the 51% public holding requirement and the bar on self-listing.
  10. Securities Contracts (Regulation) Rules 1957, Rule 19(2)(b).

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