National Stock Exchange of India
FinMinutes Deep Business Model & Edge
National Stock Exchange of India Limited is the leading multi-asset class stock exchange in India, operating a vertically integrated platform for trading, clearing, settlement, listing, index licensing, and market data services. Incorporated in 1992, the company holds dominant market share in domestic cash market, equity derivatives, and currency derivatives, serving retail and institutional market participants across India and international hubs like GIFT City.
What this company actually does — full breakdown ▾
National Stock Exchange of India Limited operates a vertically integrated financial market infrastructure providing trading, clearing, settlement, listing, data feed, and index licensing services. Its diversified product suite spans cash equities, equity futures and options, currency derivatives, commodity derivatives, interest rate futures, wholesale debt, and mutual fund platforms, anchored by flagship benchmark indices including the Nifty 50. Through its subsidiaries, including NSE Clearing Limited, NSE Data & Analytics Limited, and NSE Indices Limited, the company provides end-to-end post-trade risk management, market analytics, and index products, while expanding international cross-border trading via GIFT City.
The company serves a broad customer base comprising retail investors, domestic institutional investors, foreign portfolio investors, proprietary traders, corporate issuers, and market data aggregators. In Fiscal 2026, its top ten domestic trading members accounted for ₹7,765.58 crore, or 46.78% of revenue from operations. Geographically, the exchange covers over 99% of Indian postal codes across 1,400+ cities and offers offshore access through IFSC GIFT City. Supply chain dependencies include third-party data centre infrastructure, telecommunication lines, hardware, and IT service providers, with top vendors supplying critical colocation and network connectivity.
At scale, the exchange supported 132.37 million unique registered investors and 3,005 listed entities with an aggregate market capitalisation of ₹47,40,800 crore as of June 30, 2026. In Fiscal 2026, total income reached ₹18,713.37 crore, revenue from operations stood at ₹16,601.31 crore, and profit after tax was ₹10,302.06 crore.
- Trading Services — Offers trading in equity, equity derivatives, debt, currency derivatives, and commodity derivatives. Includes transaction charges, listing fees, book building fees, colocation rack charges, and data connectivity charges.
- Clearing Services — Offers clearing and settlement of trades executed in cash market, futures & options, currency derivatives, and commodity derivatives segments through NCL and NSEICC.
- Others — Includes online data feed services, data terminal services, index licensing & subscription fees, and strategic investment operations.
High liquidity and powerful network effects across multi-asset classes; vertically integrated market infrastructure spanning trading, clearing, settlement, indexing, and data; proprietary high-speed technology platform processing billions of messages daily; dominant Indian market share in cash market (92.99%) and equity futures (99.79%) in Fiscal 2026.
The Offer
Follow the Money — Use of Proceeds
- Offer for Sale - Proceeds go to Selling Shareholders
Valuation at the Offer Price
The filing does not print a single headline multiple, so this one is ours: the upper band divided by the latest restated earnings per share — the same arithmetic the “Basis for the Offer Price” section performs. It is struck on pre-issue earnings; where the issue creates new shares, the post-issue multiple is computed in the workings below. The peer group is the one the filing itself names. A premium is not the same thing as expensive and a discount is not the same thing as cheap — the peer table and the reasons sit further down this page.
FinMinutes IPO Score — How It's Built
Transparent, deterministic, computed from the filing — not an opinion. Open any component below to see exactly what it measures and what it is worth. Components with no disclosed input are dropped from the weighting entirely rather than held at an invented neutral, because a constant inside a weighted average is not neutral — it quietly drags every score toward the middle. Weighted across 5 live components.
100% of the designed weighting had real data behind it on this issue. A lower coverage figure does not mean a worse company — it means we are standing behind less of the picture, and you should read the findings below rather than the headline number.
How this is measured12%
Whether fresh capital actually enters the business. A predominantly offer-for-sale issue is marked down ONLY when the financials are weak. A profitable, cash-rich company selling down is treated as neutral, not penalised, because it does not need the money.
How this is measured12%
What changed between the draft prospectus and the final one. A period roll-forward or a refreshed industry report is expected and scores neutral. A statutory auditor replaced mid-process, a prior year restated, an offer-for-sale expanded late, new statutory dues disclosed, or a risk factor quietly removed all score against. Where only one of the two documents has been read, this component is dropped from the weighting rather than guessed.
How this is measured32%
Driven by the models battery run on the filing's own restated numbers: the Piotroski fundamental tests (scored out of those we could actually run), the Altman Z-double-prime solvency zone, and the direction of profit across the disclosed period. It is not a single yes/no on last year's profit.
How this is measured10%
The post-issue earnings multiple against the peer median disclosed in the filing. A discount to the median scores well and a premium scores badly. When the filing does not disclose comparable peer multiples, this component is dropped from the weighting rather than held at a made-up neutral.
How this is measured28%
Starts at 100 and loses points for every material finding: 12 for a flagged finding, 4 for a noted one. Two kinds feed it. DERIVED findings are computed from the filed numbers against stated thresholds — operating cash negative while profit is positive, related-party revenue above 15% of total, revenue rising while profit falls, goodwill above 30% of net worth, receivables growing more than 1.3x faster than sales, cash below half of short-term debt. Those are reproducible: the same filing gives the same answer every time, and the rule is printed beside the finding. READ findings come from the forensic sweep of the notes. Contingent liabilities, related-party intensity, customer concentration, litigation, auditor qualifications, statutory dues, promoter funding. Findings that record the ABSENCE of a problem — no litigation pending, an unmodified audit opinion — deduct nothing. This is the component our forensic read drives directly, and it moves most between companies.
3-Year Financial & Growth Trend
| Metric | FY26 | FY25 | FY24 |
|---|---|---|---|
| Revenue (₹ Cr) | 16601.309 | 17140.678 | 14780.011 |
| Net Profit (₹ Cr) | 10302.061 | 12187.689 | 8305.741 |
| PAT Margin | 62.06% | 71.1% | 56.2% |
Revenue Breakdown
- Trading Services: 90.62%
- Clearing Services: 10.62%
- Others: 3.88%
Market Context
NOT part of the FinMinutes ScoreThe Score above is what the filing says. Everything in this box is what the crowd says. We keep them apart on purpose — every other site blends the two and calls the result a rating. Demand is real information, but it is information about the market, not about the company, and it changes by the hour while the company does not.
Subscription is low early in a book and high at the end, because most bids arrive in the final hours. A number read on day one says more about the clock than the company — which is precisely why it is not in the Score. GMP is unofficial, unregulated, and easily moved. Neither is a recommendation.
Why the numbers moved, in management’s own words
Taken from the Management’s Discussion and Analysis section of the filing. A number tells you what happened; this is the company’s explanation of why, and whether it calls the cause temporary or structural.
| Metric | Move | Management's stated reason | Type |
|---|---|---|---|
| Revenue from transaction charges (FY26 vs FY25) | ↓ 4.2% | Transaction charges declined primarily due to lower ADTV across cash market, equity futures, and equity options reflecting macro-regulatory measures introduced during Fiscal 2026 to strengthen the equity index derivatives framework. | Regulatory |
| SEBI settlement fees (Other expenses) (FY26 vs FY25) | ↑ 113.6% | SEBI settlement fees increased due to a provision of ₹1,391.21 crore made during Fiscal 2026 in respect of regulatory matters and alleged violations. | Regulatory |
| Employee benefits expenses (FY26 vs FY25) | ↑ 17.5% | Employee expenses rose due to headcount expansion to 2,881 employees as of March 31, 2026 from 2,593 employees as of March 31, 2025, alongside annual salary increments and promotions. | Structural |
| Expenses on regulatory fees (FY26 vs FY25) | ↓ 17.3% | Regulatory fee expenses decreased due to lower notional turnover volume in equity options as well as reduced trading volumes in equity futures and cash market products. | Cyclical |
| Trade receivables (FY26 vs FY25) | ↑ 63.2% | Trade receivables increased due to a 67.50% growth in unbilled revenue driven by significantly higher trading activity near the end of March 2026 compared to March 2025. | Cyclical |
| Net cash inflow from operating activities (FY26 vs FY25) | ↑ 482.6% | Operating cash flows increased significantly due to favorable changes in working capital assets and liabilities, specifically higher net inflows from member margin deposits and settlement obligations. | Cyclical |
| Clearing & Settlement Services revenue (FY26 vs FY25) | ↓ 21.8% | Clearing and settlement revenue decreased due to a reduction in the number of contracts cleared for competing stock exchanges under the interoperability framework. | Structural |
| Contribution to Core SGF (FY26 vs FY25) | ↓ 99.8% | Contributions to Core SGF dropped after the Board approved discontinuation of voluntary contributions effective January 1, 2025 as required regulatory corpus levels were met. | Regulatory |
| Revenue from operations (FY25 vs FY24) | ↑ 16.0% | Revenue grew due to higher trading volumes and transaction charges across cash, futures, and options asset classes, supported by strong macroeconomic conditions in India. | Cyclical |
| Employee benefits expenses (FY25 vs FY24) | ↑ 46.0% | Employee costs increased due to salary revisions, bonus payments, a one-time leave encashment policy impact of ₹43.97 crore, and headcount growth from 2,032 to 2,593 employees. | Structural |
| Other expenses (FY25 vs FY24) | ↑ 51.9% | Other expenses rose due to higher SEBI settlement payments including ₹643.05 crore for the TAP matter, increased technology maintenance, and higher electricity tariffs. | Regulatory |
| Depreciation and amortisation expenses (FY25 vs FY24) | ↑ 24.4% | Depreciation increased due to additions of computer hardware, telecommunication systems, clearing software, and new right-of-use office premises leased during Fiscal 2025. | Structural |
| Profit after tax (PAT) (FY25 vs FY24) | ↑ 46.7% | Net profit expanded due to strong operating top-line growth, higher investment yield, and exceptional gains of ₹1,209.47 crore from stake sales in Protean eGov and Power Exchange India. | Cyclical |
| Net cash inflow from operating activities (FY25 vs FY24) | ↓ 86.2% | Operating cash flows fell due to working capital outflows, specifically changes in member margin balances and settlement payables of ₹(4,038.27) crore compared to ₹2,066.53 crore inflows in FY24. | Cyclical |
Headwinds
- Regulatory restrictions on equity index derivatives sector persistent
SEBI directives increasing lot sizes, restricting weekly expiries, and mandating upfront option premium collection have moderated overall derivative trading volumes and transaction revenues. - Concentration of trading volume among top members company persistent
A substantial portion of trading revenue originates from top ten trading members (46.78% in FY26), exposing the exchange to operational or financial stress among key intermediaries. - Interoperability and loss of clearing market share company persistent
Interoperability allows trading members to clear transactions through alternative clearing corporations, causing NCL's market share in cash and derivative settlements to decline.
Tailwinds
- Financialisation of household savings and retail participation macro
Growing investor onboarding (129.09 million unique investors in FY26) and sustained systematic investment flows drive structural expansion in cash turnover and index funds. - International expansion via GIFT City (NSEIX) company
The cross-border NSEIX-SGX Connect structure in GIFT City enables offshore investors to trade Indian benchmark derivatives seamlessly under a unified international liquidity pool. - Data monetisation and index licensing growth company
Increasing adoption of algorithmic trading and passive investing expands recurring, high-margin subscription revenues from co-location racks, data feeds, and Nifty index licensing.
Issue Timeline
Dates as carried by the exchange feed. Allotment, refund and credit dates move more often than the open and close dates do.
- Refunds initiated2026-09-23
- Pre Application Start2026-09-13
- Bidding Start2026-09-17
- Bidding End2026-09-21
- Allotment Process Start2026-09-22
- Allotment Finalization2026-09-23
- Listing Day2026-09-24
- Mandate End2026-11-02
Applying, and Who Handles the Allotment
Check allotment status on the registrar’s own portal → We link the registrar directly rather than mirroring the form.
Deep Financials
Revenue, EBITDA and profit are what every listing site prints. Below are the full restated statements as disclosed, the ratios we compute from them, and a DuPont decomposition of the return on equity. A prospectus carries three years, not ten — that is the document’s ceiling, and within it we go as deep as it allows.
Income StatementThe profit and loss as filed, then what we derive from it — kept apart.
Statutory order, exactly as restated in the filing. Finance cost and depreciation sit inside Total Expenses under Ind AS, which is why they are listed among the expense lines here rather than below the total. The expense rows sum to the total. Rows the filing does not disclose separately are omitted rather than left blank.
| Income Statement — as filed (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| 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 |
| Employee Benefit Expense | 789.98 | 672.14 | 460.40 |
| Depreciation & Amortisation | 623.51 | 546.59 | 439.55 |
| Other Expenses | 4,586.99 | 3,821.66 | 4,449.81 |
| Total Expenses | 6,000.48 | 5,040.38 | 5,349.76 |
| Profit Before Exceptional Items and Tax | 12,821.08 | 14,265.31 | 11,102.85 |
| Exceptional Items | 1,074.50 | 1,209.47 | 81.44 |
| Share of Profit of Associates / JV | 108.19 | 128.86 | 100.54 |
| Profit Before Tax | 13,895.58 | 15,474.78 | 11,184.28 |
| Tax Expense | 3,716.05 | 3,869.03 | 2,777.80 |
| Profit After Tax | 10,302.06 | 12,187.69 | 8,305.74 |
| Other Comprehensive Income | 69.03 | 42.79 | 5.63 |
| Total Comprehensive Income | 10,371.09 | 12,230.48 | 8,311.37 |
| EPS - Basic | 41.62 | 49.24 | 33.56 |
| EPS - Diluted | 41.62 | 49.24 | 33.56 |
Balance SheetWhat the company owns, owes, and is worth on paper.
| Balance Sheet (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| Share Capital | 247.50 | 247.50 | 49.50 |
| Reserves & Surplus | 31,866.04 | 30,105.83 | 23,924.91 |
| Net Worth | 32,113.54 | 30,353.33 | 23,974.41 |
| Trade Payables | 504.10 | 451.88 | 332.75 |
| Current Liabilities | 41,829.16 | 26,106.28 | 31,711.87 |
| Total Liabilities | 42,744.75 | 27,038.06 | 32,632.86 |
| Property, Plant & Equipment | 1,192.84 | 1,120.44 | 1,004.27 |
| Capital Work in Progress | 173.23 | 3.85 | 31.89 |
| Intangible Assets | 300.17 | 301.68 | 319.50 |
| Investments | 29,342.28 | 30,982.19 | 25,284.90 |
| Trade Receivables | 2,468.21 | 1,512.22 | 1,864.66 |
| Cash & Equivalents | 32,261.15 | 17,297.85 | 23,176.41 |
| Current Assets | 68,825.72 | 46,984.30 | 42,559.30 |
| Total Assets | 87,937.44 | 69,466.64 | 65,463.98 |
Cash FlowWhere the cash actually went. Often the most honest statement of the three.
| Cash Flow (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| Net Cash from Operating Activities | 23,836.18 | 4,091.49 | 29,744.28 |
| Capital Expenditure | 1,754.78 | 1,305.69 | 470.30 |
| Net Cash from Investing Activities | -45.87 | -5,430.98 | -8,463.00 |
| Net Cash from Financing Activities | -8,808.85 | -4,599.75 | -3,993.69 |
| Net Change in Cash | 14,981.46 | -5,939.24 | 17,287.59 |
Ratio AnalysisProfitability, leverage, liquidity, efficiency and earnings quality — computed by us.
Every ratio below is computed by us from the line items the company disclosed — not copied from anywhere. The arithmetic is standard; the point is that somebody actually did it. Blank cells mean the filing did not disclose the inputs, and we would rather show a gap than invent a number.
| Ratio | FY26 | FY25 | FY24 |
|---|---|---|---|
| Profitability | |||
| PAT Margin (%) | 62.1 | 71.1 | 56.2 |
| Return on Equity (%) | 32.1 | 40.2 | 34.6 |
| Return on Assets (%) | 11.7 | 17.5 | 12.7 |
| Liquidity | |||
| Current Ratio (x) | 1.65 | 1.8 | 1.34 |
| Efficiency | |||
| Asset Turnover (x) | 0.19 | 0.25 | 0.23 |
| Receivable Days | 54 | 32 | 46 |
| Payable Days | 11 | 10 | 8 |
| Quality of Earnings | |||
| Operating Cash Flow / PAT (x) | 2.31 | 0.34 | 3.58 |
| Accruals Ratio (%) | -15.4 | 11.7 | -32.7 |
| Capex / Depreciation (x) | 2.81 | 2.39 | 1.07 |
DuPont DecompositionWhy the return on equity is what it is: margin, efficiency, or leverage.
A headline return on equity tells you what. The DuPont decomposition tells you why — whether the return is earned through margin, through asset efficiency, or simply through leverage. Two companies can post an identical ROE for opposite reasons, and only one of them is safe.
| Component | FY26 | FY25 | FY24 |
|---|---|---|---|
| Net Margin (PAT / Revenue) | 62.1% | 71.1% | 56.2% |
| Asset Turnover (Revenue / Assets) | 0.19x | 0.25x | 0.23x |
| Equity Multiplier (Assets / Net Worth) | 2.74x | 2.29x | 2.73x |
| = Return on Equity | 32.1% | 40.2% | 34.6% |
| Tax Burden (PAT / PBT) | 0.74x | 0.79x | 0.74x |
Computed from the disclosed statements. Where the filing omits an input, the row is left blank rather than estimated.
Quality of EarningsWhat the statements say when you read them against each other.
What the statements say once you read them against each other. These are observations, not verdicts — every one is arithmetic on the numbers the company itself disclosed, and each is stated so you can go and check it in the filing.
- Operating cash flow was 2.31x reported profit in FY26. Earnings are converting into cash, which is what you want to see and frequently is not the case.
Forensic ModelsBeneish, Altman and Piotroski — plus our own final-year check.
Beneish M-Score
7 of 8 inputsAn eight-variable model built to detect earnings manipulation, and built to run on exactly two consecutive years — which is what a prospectus gives us. It belongs here more than anywhere: a company about to list has the maximum possible incentive to have dressed up the very years it is about to show you. A score above −1.78 is the threshold at which the model says the accounts merit a closer look. It is a screening signal, not an accusation, and it was calibrated on listed companies elsewhere. Read the eight components, not just the total.
| Component | Value | What it captures |
|---|---|---|
| DSRI Days Sales in Receivables Index (Receivables_t / Sales_t) / (Receivables_t-1 / Sales_t-1) | 1.685 | Above 1 means receivables grew faster than sales. Revenue may be being recognised ahead of collection. |
| GMI Gross Margin Index GrossMargin_t-1 / GrossMargin_t | — | Above 1 means margins deteriorated. A firm with worsening prospects has more incentive to manipulate. |
| AQI Asset Quality Index AQ_t / AQ_t-1, where AQ = 1 - (CurrentAssets + PPE) / TotalAssets | 0.663 | Above 1 means a rising share of assets is soft (neither current nor fixed) — capitalised costs can hide here. |
| SGI Sales Growth Index Sales_t / Sales_t-1 | 0.969 | Growth is not manipulation. But high-growth firms face more pressure to keep the streak going. |
| DEPI Depreciation Index DepRate_t-1 / DepRate_t, where DepRate = Dep / (Dep + PPE) | 0.955 | Above 1 means assets are being depreciated more slowly — a quiet way to lift reported profit. |
| SGAI SG&A Index (SGA_t / Sales_t) / (SGA_t-1 / Sales_t-1), SGA proxied as employee cost + other expenses | 1.235 | A proxy, because filings rarely break out SG&A cleanly. Read it as a direction, not a precise figure. |
| LVGI Leverage Index Leverage_t / Leverage_t-1, where Leverage = (CurrentLiab + LongTermDebt) / TotalAssets | 1.266 | Above 1 means leverage rose. Debt covenants create pressure to hit numbers. |
| TATA Total Accruals to Total Assets (PAT - CashFromOperations) / TotalAssets | -0.1539 | The gap between reported profit and cash generated. The single heaviest term in the model — and the one that catches profit that never became cash. |
The filing does not disclose every input the model needs, so we withhold the composite score rather than substitute a guess. The components we could compute are above.
Piotroski F-Score (adapted)
3 / 6Nine yes-or-no tests of fundamental strength — except we run eight. One of the original nine asks whether the company issued new shares, which is plainly absurd to ask of a company whose entire purpose at this moment is to issue shares. We drop that test, and we would rather tell you that than quietly fudge it. A further 2 tests are shown as — below: the filing does not disclose what they need, so they are dropped from the denominator rather than counted as a failure.
- ✓Positive return on assets
- ✓Positive operating cash flow
- ✗Return on assets improving
- ✓Cash flow exceeds profit (quality of earnings)
- —Long-term leverage decreasing
- ✗Current ratio improving
- —Gross margin improving
- ✗Asset turnover improving
Ratios Nobody Prints
- Contingent liabilities / Net worth: 34.2%
Contingent liabilities of 10,977.47 cr against a net worth of 32,113.54 cr — 34.2% of what the company is worth on paper. These are obligations that sit off the balance sheet but could land on it. What they consist of matters as much as the size: a corporate guarantee to a subsidiary is a different animal from a disputed tax demand, and the filing says which. - Related-party revenue / Total revenue: 0%
0% of revenue in FY26 came from entities connected to the promoters. Revenue you sell to yourself is not the same as revenue you won in the market.
The Formula NotebookEvery number above, with the working shown. Check us.
Every number we publish, with the working shown. The formula, the same formula with this company’s actual figures put into it, the answer, and what it is for. Check us. That is the point.
PAT ÷ Net Worth10,302.06 ÷ 32,113.54What the company earned on the money shareholders have in it. The headline measure of return — and the one the DuPont section takes apart.
(Trade Receivables ÷ Revenue) × 365(2,468.21 ÷ 16,601.31) × 365How long the company waits to be paid. Rising receivable days mean revenue is being booked faster than it is collected — which is where a great many accounting problems begin.
Cash from Operations ÷ PAT23,836.18 ÷ 10,302.06Did the profit turn into cash? Profit is an opinion; cash is a fact. When this sits well below 1x for long, the two are drifting apart, and the filing is where you find out why.
(PAT − Cash from Operations) ÷ Total Assets(10,302.06 − 23,836.18) ÷ 87,937.44 = -13,534.11 ÷ 87,937.44The share of reported profit that exists on paper rather than in the bank. It is also the heaviest single term in the Beneish model, for good reason.
Price × Post-issue Shares₹1,785.00 × 2,475,000,000 sharesWhat the whole company is being valued at, if the issue prices at the top of the band.
Market Cap + Total Borrowings − Cash441,787.50 + − 32,261.15What it would actually cost to buy the whole business: you take on its debt and you get its cash. This is the number a buyer cares about, and it is the reason a P/E on its own can mislead.
Market Cap ÷ PAT441,787.50 ÷ 10,302.06The familiar multiple. Useful, but blind to debt — read it alongside EV/EBITDA, never instead of it.
Market Cap ÷ (PAT − exceptional items, tax-effected)441,787.50 ÷ (10,302.06 − 1,074.50 at 26.7% tax)The latest year carries an exceptional item of ₹1,074.50 cr, which lifted reported profit. Both multiples are shown because both are true: one is what the year printed, the other is what the business did. Which one belongs in your judgement is your call, not ours.
Offer price ÷ weighted average cost of acquisition₹1,785.00 ÷ ₹1,247.92Every offer document must disclose the weighted average cost of acquisition for shares issued or transferred over the preceding one, eighteen and thirty-six months. Early capital takes real risk and a large multiple built over years is ordinary. A steep step-up inside a short window is the one that deserves a second look. What it means is yours to decide; the arithmetic is the filing’s own.
Workspace
The numbers are already loaded. Move the offer price and watch every multiple move with it. Set your own growth and margin and see what they imply two years out. These are your assumptions, not our forecast — we have no view on what this company will earn, and the moment we published one we would be doing something we are not registered to do. What we can do is put the arithmetic in front of you and get out of the way.
Price defaults to the top of the band. Margin defaults to what the company actually reported in FY26.
Projections are arithmetic on the inputs you typed. They are not a forecast, not a recommendation, and not a view on whether this offer is worth taking. Educational only.
Institutional Alpha: DRHP Deep Dive
The Indian capital market infrastructure industry has experienced structural transformation driven by nominal GDP growth, expanding market capitalisation relative to GDP, rising household financialisation, and digital onboarding. National Stock Exchange of India Limited operates as the dominant market infrastructure institution, maintaining leadership across cash equities (92.99% market share in Fiscal 2026), equity futures (99.79%), and exchange-traded currency futures (99.48%). Total turnover in the Indian cash market reached ₹28,02,600 crore in Fiscal 2026 and is projected to expand at a CAGR of 14-16% to reach ₹47,30,000-₹50,70,000 crore by Fiscal 2030. Supported by expanding retail participation, growing systematic investment flows, and vertical integration across clearing and indexing, the exchange is positioned to capture sustained sector expansion.
Future Planning
NSE plans to scale international trading liquidity via NSEIX at GIFT City, expand commodity derivatives with spot coal trading via NCEIL, and deepen passive fund ecosystem through Nifty ESG and benchmark indices.
Source: p.139, p.223, p.254Competitive Position
NSE maintains a near-monopoly in Indian equity derivatives (99.79% market share) and cash market trading (92.99%), anchored by deep liquidity pools and network effects that present significant barriers to entry.
Source: p.175, p.181Execution Track Record
Demonstrated strong operational execution with revenue from operations growing from ₹14,780.01 crore in FY24 to ₹16,601.31 crore in FY26 and net profit reaching ₹10,302.06 crore.
Source: p.80, p.133Shareholding, Syndicate & Leadership
Leadership & Skin in the Game
Leadership: Shri Ashishkumar Chauhan
Litigation: Adjudication orders dated February 5, 2026 passed by ROC Mumbai imposing penalty of ₹0.08 million each on NSE and MD & CEO for non-filing of forms and delay in reconstituting NRC.
Peers & Valuation
| Company | P/E | P/B | RoE | Margin |
|---|---|---|---|---|
| BSE Limited | 54.28 | — | 45 | — |
At the ₹1,785 upper band, the issue is priced at 42.9x earnings — a 21% discount to the peer median of 54.3x. This is the arithmetic of the price band against the peers the filing itself lists; it is not a view on whether the offer is worth taking.
Exchange Vitals
The operating metrics that actually price this business — the ones a generic IPO page skips. Straight from the filing.
| Metric | Value | Detail |
|---|---|---|
| ADTV - Cash market | ₹105,516.67 crore | FY26 |
| ADTV - Equity futures | ₹159,443.21 crore | FY26 |
| ADTV - Equity options (premium) | ₹57,661.75 crore | FY26 |
| Market share - Cash market | 92.99% | FY26 turnover share |
| Market share - Equity futures | 99.79% | FY26 turnover share |
| Market share - Equity options (premium) | 74.71% | FY26 premium turnover share |
| Number of listed entities | 3,005 | as of June 30, 2026 across Mainboard and SME |
| Registered investor accounts | 261.36 million | as of June 30, 2026 (132.37 million unique PANs) |
| Active trading members | 1,328 | as of June 30, 2026 |
| Colocation racks and connectivity subscribers | 1,868 racks | full rack equivalents; 672 connectivity members as of June 30, 2026 |
| Index licensing AUM | ₹8.95 trillion | passive funds tracking Nifty indices as of June 30, 2026 |
| Settlement guarantee fund corpus | ₹13,392.31 crore | consolidated Core SGF as of June 30, 2026 against ₹10,500 crore regulatory min for equity derivatives |
| Technology downtime incidents | 0 | zero data breaches or major platform outages in FY24-FY26 |
Source: p.136, p.141, p.181, p.202, p.224
🔍 Forensic Findings — What the Footnotes Say
Findings from across the filing — the notes, MD&A, related-party disclosures, contingent liabilities, CARO and litigation, alongside the risk section itself. Each carries where it was found, so you can see which were buried and which were disclosed. Findings marked derived are computed from the filed numbers against a stated rule, shown beside them.
The entire IPO of 126,436,650 equity shares is a 100% Offer for Sale by existing shareholders, with no fresh issue proceeds going to the company. NSE is well-capitalised with net worth of ₹32,113.54 crore and zero borrowings, so no debt repayment or growth capital is required.
p.2, p.77, p.436NSE recognised a provision of ₹1,391.21 crore in Fiscal 2026 under other expenses towards revised settlement terms of ₹1,491.21 crore filed with SEBI regarding longstanding Colocation, Dark Fibre, and Governance proceedings.
p.58, p.412Metropolitan Stock Exchange of India (MSEI) has filed a compensation claim of ₹856.99 crore before NCLAT following a CCI order holding NSE dominant in currency derivatives. The Supreme Court has stayed compensation proceedings pending the main appeal.
p.59, p.442The Group faces total disputed tax demands of ₹831.14 crore, including income tax demands of ₹665.42 crore, service tax demands of ₹156.61 crore, and GST demands of ₹9.11 crore.
p.59, p.441Adjudication orders dated February 5, 2026 passed by ROC Mumbai imposing penalty of ₹0.08 million each on NSE and MD & CEO for non-filing of forms and delay in reconstituting NRC.
p.1, p.7, p.47, p.276, p.300Trade receivables grew 63.2% against revenue growth of -3.1% in FY26. Revenue may be being recognised ahead of collection.
rule: receivables growth > 1.3x sales growthCompany's Claims vs Reality
We stress-test each claim against the filing's own data.
Verified via SEBI market turnover data showing NSE holds 92.99% market share in cash equities and 99.79% in equity derivatives in FY26.
p.175, p.181Verified against regulatory Core SGF requirements where required corpus targets were achieved, allowing Board to stop voluntary additions as of Jan 1, 2025.
p.413, p.435Proprietary SWOT — Company-Specific
Strengths
- Dominant market position in Indian capital markets with 92.99% market share in cash equities and 99.79% in equity futures in FY26.
- Vertically integrated model encompassing trading, post-trade clearing via NCL, indexing via NSE Indices, and market data.
Weaknesses
- High dependence on transaction charges, which contributed 90.62% of revenue from operations in Fiscal 2026.
- Losses in certain emerging subsidiaries including NAL Academy and NSE Sustainability Ratings & Analytics.
Opportunities
- Growth in international cross-border trading through GIFT City (NSEIX-SGX Connect).
- Monetisation of financial data, co-location CaaS services, and index licensing.
Threats (material, not boilerplate)
- Regulatory policy changes by SEBI on equity derivative lot sizes, weekly expiries, and margin requirements reducing transaction volumes. risk_section
Why it matters: Changes directly compress trading turnover and transaction charge revenue. - Interoperability framework enabling trading members to clear through competing clearing corporations, threatening NCL's volume. mda
Why it matters: Clearing revenue declined by 21.75% in FY26 due to volume shifts to other clearing corporations.
Allotment Status
Check your allotment on the registrar's portal → Registrar: MUFG Intime India
Allotment is decided by the registrar, not by us and not by the exchange. In an oversubscribed retail book, allotment is by lottery, so a large application does not improve your odds beyond one lot. If money stays blocked after the refund date, the mandate expiry (02 Nov 2026) is the date to raise with your bank.
Analyst Q&A: Burning Questions
Facts from the filing. No recommendation — that layer arrives once our Research Analyst registration is live.
Why is the IPO structured entirely as an Offer for Sale with no fresh issue?
NSE is debt-free with net worth of ₹32,113.54 crore and strong cash generation (CFO of ₹23,836.18 crore in FY26), eliminating the need for primary capital infusion.
p.2, p.84, p.436How concentrated is NSE's trading revenue among market intermediaries?
In Fiscal 2026, the top ten domestic trading members generated ₹7,765.58 crore, accounting for 46.78% of revenue from operations.
p.29, p.431What drove the shift in FY26 net profit compared to FY25?
FY26 PAT was ₹10,302.06 crore compared to ₹12,187.69 crore in FY25, primarily affected by a ₹1,391.21 crore SEBI settlement provision and lower transaction charge growth due to derivative regulatory tightening.
p.33, p.58, p.80, p.412What are the major unprovided contingent legal liabilities facing the exchange?
A ₹856.99 crore compensation claim by MSEI before NCLAT/Supreme Court and ₹831.14 crore in disputed tax demands remain under active litigation without provisions.
p.58, p.59, p.441, p.442What Earlier Investors Paid
Early capital takes real risk and is fairly rewarded for it — a large multiple built over many years is normal. What deserves a closer look is a steep step-up in a short window: a round priced cheaply only months before the offer.
| Shareholder | Priced at | When | vs IPO price |
|---|---|---|---|
| State Bank of India, IFCI, IDBI, LIC, IL&FS, SHCIL, SBI Caps, Bank of Baroda, Canara Bank and others | ₹10.00 | 1994-04-15 | 178.5x |
| An early round from roughly 33 years ago, at roughly 178.5x the offer price. A multiple of that size built over that long reflects the risk taken and the time elapsed. That is the normal reward for early capital, not a red flag. | |||
| IDBI, LIC, SBI, IFCI, IL&FS, SHCIL, SBI Caps, ICICI, Bank of Baroda, Canara Bank | ₹30.00 | 1999-06-29 | 59.5x |
| An early round from roughly 28 years ago, at roughly 59.5x the offer price. A multiple of that size built over that long reflects the risk taken and the time elapsed. That is the normal reward for early capital, not a red flag. | |||
| Existing Shareholders | — | 2016-11-23 | — |
| Existing Shareholders | — | 2016-11-23 | — |
| Existing Shareholders | — | 2024-11-04 | — |
Prices are as stated in the filing’s allotment history and are not adjusted for later bonus issues or share splits. Where a company has issued bonus shares, the multiples above understate the true return and can even read as losses. Adjusting for that is on our list; until it is done we would rather show the raw disclosure and tell you its limits than publish a confident number that is wrong.
Lock-in Expiry Calendar
Shares held before the IPO cannot be sold immediately; they unlock in tranches. When a tranche unlocks, more shares become eligible to trade. Retail investors are frequently caught unaware by these dates. The schedule below follows from the listing date; quantities are shown only where the filing discloses them.
- 24 Mar 2027Pre-Offer Equity Capital6 months2,348,563,350 shares (94.89% of total)
- 24 Oct 2026Anchor Investors (50%)30 days
- 23 Dec 2026Anchor Investors (50%)90 days
An unlock means more shares may be sold — not that they will be, and not that the price will move. We state the dates; what you do with them is your call.
What Changed Between the DRHP and the RHP
Companies file a draft prospectus, then a final one. The changes in between are rarely reported, and they can be revealing.
| Item | In the DRHP | In the RHP / Addendum |
|---|---|---|
| Offer for Sale Total offer for sale size reduced by 22,468,875 equity shares in the RHP compared to the DRHP. | Up to 148,905,525 Equity Shares of face value of ₹1 each | Up to 126,436,650 Equity Shares of face value of ₹1 each |
| Reporting Period Financial information updated in the RHP to include stub period restated consolidated financial statements for the three months ended June 30, 2026 and June 30, 2025. | Fiscals ended March 31, 2026, March 31, 2025 and March 31, 2024 | Three months ended June 30, 2026 and June 30, 2025, and Fiscals ended March 31, 2026, March 31, 2025 and March 31, 2024 |
| Risk Factors RHP updated risk factor disclosures to include details of 25 third-party complaints received after DRHP filing concerning appointment of international intermediaries, trading member security deposit refunds, and scrip classifications. | 68 risk factors disclosed | Risk factors updated to disclose receipt of 25 complaints received post-DRHP filing |
| Litigation RHP includes subsequent material development of SEBI granting in-principle approval on July 20, 2026 for NSE's revised settlement terms regarding Colocation, Dark Fibre, and governance matters. | Pending settlement applications filed with SEBI for Colocation and Dark Fibre matters | Updated to disclose in-principle approval received from SEBI on July 20, 2026 for revised settlement application |
| Offer for Sale Weighted average cost of acquisition (WACA) transacted by selling shareholders updated in the RHP across 1 year, 18 months, and 3 years periods. | WACA last 1 year: ₹1,909.02; last 18 months: ₹1,747.54; last 3 years: ₹229.23 | WACA last 1 year: ₹1,954.51; last 18 months: ₹1,795.70; last 3 years: ₹1,247.92 |
Educational, grounded entirely in the company's filings (DRHP/RHP). Not investment advice. FinMinutes does not provide buy/sell recommendations.