National Stock Exchange Of India Ltd. IPO

National Stock Exchange of India

• National Stock Exchange of India (NSE) is coming out with a 100% book building; initial public offering (IPO) of 12,64,36,650 shares of face value Rs 1 each in a price band Rs 1700-1785 per equity share.
• Not more than 50% of the issue will be allocated to Qualified Institutional Buyers (QIBs), including 5% to the mutual funds. Further, not less than 15% of the issue will be available for the non-institutional bidders and the remaining 35% for the retail investors.
• The issue will open for subscription on September 17, 2026 and will close on September 21, 2026.
• The shares will be listed on BSE.
• The face value of the share is Rs 1 and is priced 1700 times of its face value on the lower side and 1785 times on the higher side.
• Book running lead managers to the issue are Kotak Mahindra Capital Company, Morgan Stanley India Company, HSBC Securities and Capital Markets (India), Anand Rathi Advisors, Axis Capital, Equirus Capital, ICICI Securities, IIFL Capital Services, Nuvama Wealth Management, 360 ONE WAM, JM Financial, Citigroup Global Markets India, J.P. Morgan India, Avendus Capital, DAM Capital Advisors, HDFC Bank, IDBI Capital Markets & Securities, Motilal Oswal Investment Advisors, Pantomath Capital Advisors and SBI Capital Markets.
• Compliance officer for the issue is Prajakta Powle. 

Profile of the company

NSE has been the largest stock exchange in India in terms of total turnover in cash market and total turnover in equity derivatives (based on notional turnover for equity options) from Fiscal 2001 to Fiscal 2026 and the three months period ended June 30, 2026, and has also been the largest stock exchange in India in terms of total turnover in exchange-traded currency derivatives (based on notional turnover for currency options) from Fiscal 2009 to Fiscal 2026 and three months period ended June 30, 2026. 

Compared to the leading listed stock exchange groups globally, it was the largest multi-asset class exchange in terms of number of trades in cash equities and contracts traded in equity derivatives in Fiscal 2026 and the three months period ended June 30, 2026, with a global market share of 11.38% in number of trades in cash equities and 51.18% in contracts traded in equity derivatives in Fiscal 2026, and a global market share of 10.68% in number of trades in cash equities and 50.22% in contracts traded in equity derivatives in the three months period ended June 30, 2026. It is a “first level regulator” in India, and in that role is committed to providing equal, unrestricted, transparent and fair access to the stock market to all market participants, including investors, issuers and intermediaries, while maintaining orderly and efficient market functioning and safeguarding investor interests.

The company operates a vertically integrated stock exchange - where it offers a simple, integrated platform for trading, clearing, listing and other services such as data feed services, data terminal services and licensing services. It provides a comprehensive, one-stop platform to manage regulatory compliance, risk monitoring, and post-trade settlement. It offers a diversified range of products across multiple asset classes, including cash market, futures, options, mutual funds platform, commodity derivatives, exchange-traded currency derivatives, wholesale debt market and interest rate futures, among others. The company’s operations are supported by its proprietary technology infrastructure that is resilient and secure, supporting high-speed and high-frequency transactions while ensuring seamless market operations, comprehensive market data dissemination, and allows for rapid implementation of regulatory directives.

Objects of the offer:

• Carrying out the Offer for Sale of Equity Shares of face value of Rs 1 each by certain Selling Shareholders 
• Achieving the benefits of listing the Equity Shares on BSE

Industry overview

India's capital markets have matured rapidly, underpinned by financial inclusion, digital infrastructure, and a strong regulatory framework. Market capitalisation of entities listed on National Stock Exchange of India Limited (NSE) has grown around 107x in three decades, positioning India as the fourth largest equity market globally with leadership in equity derivatives volumes. A widening base of individual investors, Domestic Institutional Investors (DIIs), High Net-worth Individuals (HNIs), and FPIs has enhanced resilience, with non-promoter individual ownership in NSE-listed companies surpassing that of FPIs for the first time in Fiscal 2025. Despite this progress, underpenetration in corporate bonds, free-float, and alternative assets offers significant headroom for growth. The establishment of Gujarat International Finance Tec-City (GIFT City) and its International Financial Services Centre (IFSC), which is regulated by the International Financial Services Centres Authority (IFSCA), the unified regulator established under the IFSCA Act, 2019, has deepened integration with global markets, while the expansion of passive products and new instruments continues to broaden the depth and diversity of India's capital markets.

Over the last three decades, Indian capital markets have developed from having a geographically fragmented and manually traded exchange ecosystem to a nationally integrated, technology-led exchange ecosystem, marked by technological developments and innovations such as electronic trading, shortened settlement cycles, and the rise of investment products and platforms. BSE, established in CY1875, was the first stock exchange in India to be granted permanent recognition under the Securities Contracts (Regulation) Act, 1956. In Fiscal 1995, NSE was the first exchange in India, among the ones still operational, to introduce a fully automated, screen-based electronic trading system through its National Exchange for Automated Trading (NEAT) platform. According to the World Federation of Exchanges data, NSE witnessed number of new listings through IPO (including both domestic and foreign) of 219 in Fiscal 2026 placing NSE among the top two exchange groups globally in terms of number of new listings through IPO in Fiscal 2026.

India’s capital markets are entering a new phase of growth shaped by three emerging opportunities across indices and data analytics, setting up of international financial centre - GIFT City, and technological advancements. As India's economy expands in scale and formalisation, sustained GDP growth is driving rising household incomes, a broadening middle class, and greater allocation of incremental savings towards formal financial instruments. Broader participation reinforces a cycle of deeper capital mobilisation, improved capital allocation, and wealth creation that supports enterprise growth and further income expansion. Against this backdrop, India's capital markets are entering a new phase of development shaped by emerging opportunities across indices and data analytics, the evolution of international financial centres such as GIFT City, and continued advancements in trading technology.

Pros and strengths 

Leading stock exchange across major asset classes: The company has been the largest stock exchange in India in terms of total turnover in cash market and total turnover in equity derivatives (based on notional turnover for equity options) from Fiscal 2001 to Fiscal 2026 and three months period ended June 2026, and has also been the largest stock exchange in India in terms of total turnover in exchange-traded currency derivatives (based on notional turnover for currency options) from Fiscal 2009 to Fiscal 2026 and three months period ended June 2026.

Well positioned to benefit from India’s structural growth tailwinds: India’s rapid economic expansion, rising per capita incomes and accelerating financialisation of savings are converging to create a generational opportunity for capital market infrastructure. As individual and institutional participation deepens, supported by digital penetration, regulatory reforms and a maturing investor base, trading volumes, market liquidity and product demand are expected to continue to grow. Each new participant strengthens liquidity pool, which in turn attracts further investors, issuers and intermediaries, generating powerful and self-reinforcing network effects. These dynamics, combined with the company’s expanding product suite, index ecosystem and post-trade infrastructure, positions NSE to capture a growing share of India’s capital markets growth over the long term.

Technology-enabled market transformation: The company works with Indian regulators such as SEBI and the International Financial Services Centres Authority (IFSCA) on various policy matters, which further strengthens investor trust and confidence in capital markets. In Fiscal 1995, it was the first stock exchange in India, among the ones still operational, to introduce a fully automated, screen-based electronic trading system through its National Exchange for Automated Trading (NEAT) platform. This innovation enabled anonymous, order-driven trading and ensured full price-time priority matching, thereby eliminating manual intervention, increasing market accessibility, and reducing information asymmetry. This technological foundation continues to underpin its operations and contributes significantly to market transparency.

Leading trading and settlement: In Fiscal 1995, NSE was the first stock exchange in India, among the ones still operational, to introduce a fully automated, screen-based electronic trading system through the NEAT platform. NCL was India’s first clearing corporation to be established and the first to provide a settlement guarantee mechanism. In May 2008, an RBI-SEBI committee laid the framework for exchange-traded currency derivatives and NSE was the first stock exchange in India to launch exchange-traded currency derivatives on August 29, 2008. NSE had a market share of 71.38% and 53.52% in electricity futures (in number of lots traded) between July 14, 2025 to March 31, 2026 and April 1, 2026 to June 30, 2026, respectively. NCL was one of the first clearing corporations globally to gradually transition to a T+1 settlement cycle, further introducing a T+0 settlement cycle, strengthening the settlement mechanism.

Risks and concerns

Options-driven revenue concentration: In the three months period ended June 30, 2026 and June 30, 2025, and in Fiscals 2026, 2025 and 2024, the company derived 79.44%, 78.20%, 78.65%, 79.55% and 82.07% of its revenue from operations from transaction charges of which its options business contributed 60.17%, 58.84%, 60.22%, 59.47% and 64.62% of its revenue from operations, and its futures business contributed 8.06%, 9.47%, 8.92%, 10.08% and 8.45% of its revenue from operations, respectively. Any failure to maintain or increase its trading volumes, could result in loss of market share, reduced revenue from operations from its transaction charges, and other adverse effects on its business, results of operations, financial condition, and prospects.

Revenue concentration among top members: The company derived 47.00%, 45.60%, 46.78%, 44.48% and 45.26% of its revenue from operations from its top ten trading members in the three months period ended June 30, 2026 and June 30, 2025, and in Fiscals 2026, 2025 and 2024, respectively. Any disruption in the services of these trading members or its inability to onboard new trading members could have an adverse impact on its operations.

Regulatory scrutiny and compliance risk: The company operates in a highly regulated industry, primarily overseen by SEBI. It is also subject to periodic inspections by SEBI and IFSCA and pursuant to such inspections, has received observations, show cause notices, and administrative warnings, deficiency and advisory letters in relation to certain regulatory matters, and after issuance of show cause notices, enforcement actions including adjudication proceedings under Section 15-I and/or directions or penalties under Section 11B of the SEBI Act may be initiated by SEBI. There can be no assurance that further such communications will not be issued in the future.

Competition across market segments: The industry is highly competitive across multiple segments, including new listings, trading of equities, exchange-traded funds, currency derivatives, commodity derivatives, interest rate futures, bonds, mutual funds, licensing services, and data services. The company faces competition from other Indian stock exchanges, global exchanges, alternative trading platforms, and non-traditional venues such as multilateral trading facilities and over-the-counter service providers. The liberalisation and globalisation of capital markets have intensified cross-border competition for listings and trading volumes, and industry consolidation and demutualisation have further reshaped the competitive landscape, with certain foreign exchanges possessing substantially greater financial resources than the company had. Competitors have historically adopted aggressive pricing strategies, including sharply reduced transaction charges and listing fees, while certain pending litigation restricts its ability to lower transaction fees. Beyond pricing, the company competes on trade execution quality and speed, market liquidity, platform functionality, product range, technological innovation, and brand reputation.

Outlook

NSE is India's largest stock exchange and one of the world's leading multi-asset exchange platforms. NSE provides a vertically integrated ecosystem comprising trading, clearing, settlement, listing, market data, index services, and regulatory oversight across multiple asset classes, including equities, derivatives, currency derivatives, commodities, debt securities, and mutual funds. The company has strong brand synonymous with trust, efficiency and transparency, across its trading platform as well as clearing, settlement and market supervisory role. On the concern side, any significant decrease in the volume and value of transactions executed on its stock exchange could significantly reduce demand for its products, constrain its growth, and adversely affect its business, financial condition, results of operations, cash flows, and prospects. Moreover, the company’s business significantly depends on revenue from trading activities and in turn it earns the majority of its trading revenue from its options and futures businesses. Any failure to maintain or increase its trading volumes, could result in loss of market share, reduced revenue from operations from its transaction charges, and other adverse effects on its business, results of operations, financial condition, and prospects.

The issue has been offering 12,64,36,650 shares in a price band of Rs 1700-1785 per equity share. The aggregate size of the offer is around Rs 21494.23 crore to Rs 22568.94 crore based on lower and upper price band respectively. Minimum application is to be made for 8 shares and in multiples thereof thereafter. On performance front, the company’s total income decreased by 2.42% to Rs 187,133.70 million in Fiscal 2026 from Rs 191,768.31 million in Fiscal 2025, primarily due to a decrease in revenue from transaction charges and clearing & settlement services during the year. This decrease was partially offset by an increase in revenue from data feed & terminal services and other operating income. Moreover, the company’s profit for the year from Continuing Operations decreased by 12.29% to Rs 101,795.29 million in Fiscal 2026 from Rs 116,057.48 million in Fiscal 2025.

Since incorporation, the company has built its platform on the pillars of trust, transparency, and market integrity. Over the decades, it has facilitated access to capital for issuers of all sizes and provided investors with reliable, efficient, and liquid markets to participate in India’s growth story. During the three months period ended June 30, 2026 and in Fiscal 2026, it enabled the mobilisation of over Rs 1.29 trillion and Rs 4.78 trillion in equity capital through new listings, follow-on offerings, and other capital-raising avenues, while providing a robust secondary market, respectively. Its leadership position in both listings and trading reflects the trust that issuers and investors place in its platform. The company’s growth is underpinned by a self-reinforcing flywheel: as more issuers choose to list with the company, the breadth and depth of its markets expand, attracting more investors who value its platform's liquidity, product diversity, and operational reliability. This, in turn, creates greater liquidity and lowers the cost of capital for issuers, further strengthening its position as the engine for capital formation. The company is also expanding the reach of its platform into new asset classes such as launch of a coal exchange, electricity futures, gold futures, among others.