NSE India — DRHP Summary

Founding, status, and corporate history

Key facts

Eight key subsidiaries (FY26)

Lead managers, exchange, and advisors

Twenty BRLMs — one of the largest book-runner syndicates ever assembled for an Indian IPO, reflecting expected global anchor demand.

Listing: BSE Limited (NSE cannot list its own shares; BSE is the Designated Stock Exchange). Registrar: MUFG Intime India Pvt Ltd. Independent CA: Manian & Rao.

*Morgan Stanley, SBI Capital and ICICI Securities are associates of selling shareholders (MS Strategic Mauritius, SBI, ICICI Lombard) and act only in marketing the Offer. **360 ONE WAM is limited to marketing under Reg 21C of SEBI Merchant Bankers Regulations.

Six revenue engines

Technology infrastructure (FY26)

Market share (FY26, by segment)

Recent product launches (FY25 + FY26)

• Electricity futures — launched July 2025, 71.38% market share in lots traded (Jul 2025 to Mar 2026)
• Dated Brent crude futures (Platts) — in collaboration with S&P Global Energy
• 10-gram gold futures — retail-friendly contract size
• Electronic gold receipts — T+0 settlement gold instruments
• Indian natural gas futures — gas market hedging
• Brent crude oil futures — energy derivatives expansion
• Nanosecond order acknowledgement — platform enhancement, FY26

Average Daily Turnover (ADTV) by segment

Read-across. Cash market continues to grow at low double-digit rates (CAGR +13.6%) — healthy. Equity options notional turnover has declined 11% CAGR since FY24, driven by SEBI’s 1 October 2024 weekly-options framework changes (single weekly expiry per exchange, increased lot sizes). This is the key revenue-growth headwind facing NSE post-IPO.

Operating KPI table — FY24 to FY26

Read-across. FY26 marks a margin compression vs FY25 — primarily reflecting (i) the ₹13.9 bn SEBI settlement provision recognised in FY26 (one-time), and (ii) options notional turnover decline. Strip out the provision and Normalised EBITDA margin stays at 76% — structurally high. The investor base growing 27% CAGR is the upside lever; the options-revenue normalisation is the principal headwind.

India macro & capital-market backdrop

Redseer headlines

• India GDP $3.92 trn (FY26)
• Mkt cap / GDP 131.24% (vs US 216%)
• SIP contributions ₹3,496 bn (FY26)
• SIP AUM ₹15.11 trn (Mar 2026)
• B30 city AUM 2.6× in 5 yrs
• India largest derivatives exchange globally

Global derivatives leadership

NSE vs BSE market share — cash equities

Indian retail-investor flywheel — 5-year context

NSE-specific Redseer findings

Competitive strengths

• India’s largest exchange across asset classes — cash, equity derivatives, currency, commodity, electricity, debt — with 90-100% market share in most segments.
• World’s #1 derivatives exchange — by contract count for seven consecutive years; 89% global market share in index options; 51% in equity derivatives.
• Network-effect flywheel — 1,325 trading members + 129 mn investors + 2,978 listed entities = high-velocity liquidity that competing venues cannot easily replicate.
• Best-in-class technology platform — nanosecond order acknowledgement, microsecond response, 5 mn msg/sec, 7 data centres, < 45-min DR switchover, zero breaches in 3 years.
• NSE Clearing (NCL) integrated risk infrastructure — AAA/CRISIL since 2008; Core SGF ₹130 bn; complete vertical integration of trading + clearing + settlement.
• Nifty franchise as a global brand — flagship Nifty 50 plus 424 other indices; licensing revenue ₹1.5 bn FY26 + ETF and structured-product underpin.
• NSEIX international gateway at GIFT IFSC — ~99.81% IFSC market share; ~21-hour trading; CARE AAA clearing.
• Founder-grade governance despite no identifiable promoter — majority Public Interest Director board, regulatory dual reporting to SEBI, MII status providing systemic-importance moat.

Growth strategies

• Deepen the retail investor base — investor onboarding from Tier 2/3 cities (B30 SIP AUM up 2.6× in 5 yrs); leverage SIP and demat penetration to expand the unique-investor base beyond 130 mn.
• New product launches in non-equity asset classes — electricity (live since Jul 2025), Platts Brent crude futures, natural gas, 10g gold, electronic gold receipts. Diversifies revenue away from options-notional concentration.
• Scale NSEIX at GIFT IFSC — 21-hour offshore trading platform targeting dollar-denominated derivatives flow; tax-advantaged regime.
• Data & analytics monetisation — NSE DAL + NSE Cogencis + Indices licensing revenue grew 15-20% YoY; institutional and HFT customer growth.
• Colocation densification — member racks 934 (FY24) → 1,680 (FY26); recurring high-margin revenue stream from latency-sensitive market participants.
• Cross-listing & international cooperation — the S&P Global Energy collaboration on Platts benchmarks is a template for IP-licensed product launches with global commodity partners.
• Technology platform commercialisation — provide trading-system technology services to other emerging-market exchanges (revenue line not yet meaningful but flagged as opportunity).

Investor flywheel evidence — what the disclosed metrics suggest

Consolidated income statement

Read-across. FY26 revenue is down 3% YoY — the first decline in a decade — driven by SEBI’s 1 October 2024 weekly-options framework normalising volumes. PAT fell 15.5% partly due to a one-off ₹13.9 bn / $147 mn* SEBI settlement provision recognised in FY26. Normalised EBITDA margin (excluding the provision) is structurally stable at 76-77% — one of the highest profitability profiles in the global exchange universe.

Revenue & PAT — 3-year trajectory

Margin profile FY24-26

Balance sheet — FY24 to FY26

Note: Total assets include ₹301,467 mn / $3.19 bn* of settlement obligations and margin money from members at FY26 end (FY25: ₹158,799 mn; FY24: ₹213,271 mn). Stripping this out gives an effective own-account balance sheet of ~₹578 bn / $6.12 bn*. Total debt is ₹4.1 bn against gross cash + treasury of ₹970 bn — net cash position ₹966 bn / $10.22 bn*.

Cash flow summary

Auditor matters worth flagging

• Emphasis of Matter paragraphs — the Statutory Auditors have included certain emphasis-of-matter paragraphs in their examination report (referenced as Risk Factor #18 in the DRHP). Investors should review these in detail.
• FY26 SEBI settlement provision — ₹13,912 mn — recognised in FY26 for cumulative settlement applications across Colocation, Dark Fibre, Governance and related cases. Affects FY26 PAT and FY26 vs FY25 like-for-like comparison.
• Bank guarantees from subsidiaries — NSE IFSC CC has a $50 mn USD bank guarantee from Standard Chartered with NSE corporate guarantee. NCL has ₹85 bn in bank guarantees in favour of ICCL (BSE’s clearing) under interoperability.
• Income tax disputes ₹8,668 mn / $92 mn* — FY26 disclosure. Plus GST ₹51 mn, service tax ₹1,604 mn, group share of associates ₹189 mn.

10-year financial track record

All values $ mn, year-end March. Source: FactSet Fundamentals (FactSet ID 065G4N-E). FY26 preliminary; FY22 restated.

Source: FactSet Fundamentals. National Stock Exchange of India Ltd, India unlisted common stock (065G4N-E / BP92BM0). All figures originally reported in $ million. PE-backed status flag per FactSet. Unqualified audit opinion every year FY17-FY25; FY26 audit not yet final at FactSet snapshot date.

10-year free cash flow profile

Read-across. $1.15 bn net income on $2.25 bn sales — 51% net margin. Revenue grew 5.7× in 9 years (FY17 $399 mn → FY26 $2,254 mn) at 21% CAGR. Net income grew 6.3× (CAGR 22.6%). Net cash deepened from $1.95 bn to $6.79 bn. Free cash flow generation has been lumpy quarter-to-quarter (timing of client settlement balances) but the multi-year average exceeds $1 bn. This 10-year history is the institutional underwriting evidence for the IPO narrative.

Share count progression

Shareholder breakdown by category

PSU institutions: LIC (10.72%), SBI (3.23%), Stock Holding Corp (4.44%), SBI Capital (4.33%), GIC + 5 PSU insurers (~7.3% combined) — ~30% combined PSU stake.

Shareholders ≥ 1% pre-Offer (as on 15 June 2026 beneficiary position)

Top 10 OFS tranches by selling shareholder

WACA = Weighted Average Cost of Acquisition per share. PSU banks/insurers picked up shares pre-2016 (when face value was ₹10 not split, hence the < ₹1 WACA after bonus adjustments). CPPIB and MS Strategic acquired stakes later at much higher prices reflecting the platform’s growing valuation. The deep PSU rotation in this OFS is partly government monetisation of strategic stakes.

The offer is 100% OFS — no fresh issue

Why “benefits of listing” matter to NSE

• Liquidity for legacy shareholders — PSU banks, PE funds, foreign institutional investors holding shares for 10-25 years can finally exit at fair-value
• Acquisition currency — listed equity can fund future M&A (NSE has been disciplined organically; listing creates optionality)
• Brand & transparency uplift — mandatory quarterly disclosures and equity-research coverage
• Employee-incentive ground-work — NSE currently has no ESOP scheme; a listed price enables future stock-linked compensation
• Closes a decade-long delay — NSE first attempted to file for IPO in 2016; pending SEBI matters (colocation/dark fibre) caused multi-year delays now reaching resolution

Selling Shareholder fund-flow profile

PSU banks/insurers + Stock Holding Corp account for roughly half of disclosed OFS shares — a meaningful government monetisation event. Foreign LPs (MS Strategic, CPPIB, Aranda) account for the rest of disclosed top-10.

Three valuation reference frames

Multiples ladder — news-implied IPO valuation vs unlisted market vs BSE

Multiples computed on FY26 reported financials (₹103 bn PAT; ₹321 bn equity; ₹111 bn EBITDA). BSE source: TickerTape, Smart-Investing.in (P/E 66.3x reported), Yahoo Finance Q4 FY26 data point. BSE TTM PAT estimated ₹25 bn implied from market-cap / P/E.

Where NSE’s implied multiple sits in the global exchange universe

What anchors a fair-value range for the IPO

These ranges are illustrative academic frames, not price targets or recommendations. The Red Herring Prospectus will set a price band determined by NSE in consultation with the BRLMs based on demand-driven book building. Actual outcome depends on anchor-investor demand, FII appetite, broader equity market conditions at the time of bidding, and how the SEBI litigation overhang resolves.

Top risk headers — verbatim from Section II of the DRHP

• Trading-volume dependence. Any significant decrease in the volume and value of transactions on our stock exchange could significantly affect us.
• Heavy SEBI oversight. We operate in a highly regulated industry, primarily overseen by SEBI. We are also subject to periodic inspections by SEBI.
• Pending enforcement actions. Our Company has been, and continues to be, subject to enforcement actions, penalties, adjudication proceedings.
• IT infrastructure failures. Disruptions or inadequacies in our IT infrastructure, systems, or software could affect us.
• Revenue concentration in trading services. 78.65%, 79.55% and 82.07% of revenue from operations in FY26, FY25 and FY24 from trading services.
• Listings/IPO funnel dependence. Ability to attract new listings, issuances and capital formation is critical.
• Cybersecurity risk. Any successful cyberattack could disrupt our operations.
• Trading-member concentration. 46.78%, 44.48% and 45.26% of revenue from top 10 trading members in FY26/FY25/FY24.
• Risk-management adequacy. Our risk management systems may not always be adequate.
• NCL counterparty risk. Clearing corporation operations expose us to financial, operational, counterparty and systemic risks.
• Data security. Acquire, store, and transmit sensitive information; risks of internal lapses.
• Innovation risk. Success and growth depend on innovation and new-product development.
• Third-party dependence. Reliance on third parties for critical system infrastructure and software.
• Auditor emphasis-of-matter. Statutory Auditors have included certain emphasis-of-matter paragraphs in their examination report.
• Subsidiary losses. Some Subsidiaries incurred losses in FY26, FY25 and FY24 and may continue.
• Outstanding litigation. Multiple legal proceedings involving the Company, Subsidiaries, Directors, KMP.
• SEBI no-objection certificate constraint. Listing process must complete within specific window.
• Reputational risk. Damage to reputation could materially affect business.
• AI/ML adoption risk. Use of AI and machine-learning technologies in operations and surveillance.
• Leased registered office. Don’t own the land on which Registered Office is situated (BKC lease till 10 Dec 2078).

SEBI regulatory matters — status as at DRHP date

Karvy & CCI matters — pending in Supreme Court

• Karvy default (Apr 2022). SEBI AO imposed ₹20 mn penalty on NSE; SAT stayed effect Jun 2022. Pending.
• Karvy pledged securities. SAT directed restoration of pledges to Axis / ICICI / HDFC / Bajaj Finance / IndusInd or 10% compensation. SC stayed effect against SEBI Jan 2024. Pending.
• MCX-SX (MSEI) competition. CCI imposed ₹555 mn penalty Jun 2011. COMPAT upheld Aug 2014, expanded the relevant market. SC stayed COMPAT order Sept 2014. Pending.
• MSEI compensation claim. ₹8,570 mn claim before NCLAT. SC stayed proceedings Feb 2018. Pending.

Other contingent liabilities (FY26)

• Income tax disputes ₹8,668 mn / $92 mn*
• GST disputes ₹51 mn
• Service tax with penalty ₹1,604 mn
• Group share of associates ₹189 mn
• NSE IFSC CC standby USD bank guarantee from Standard Chartered: $50 mn (₹4,733 mn at FY26 end) with NSE corporate guarantee
• NCL bank guarantees in favour of ICCL under interoperability: ₹85,000 mn

Governing Board (12 directors)

Board composition. 3 Executive Directors (MD & CEO + two ED-Verticals), 7 Public Interest Directors (PIDs — SEBI-required independent equivalents for MIIs), 2 Non-Independent Directors (one of whom is a LIC nominee). The Chairperson was vacant for 651 days before Srinivas Injeti’s 9 September 2025 appointment — a governance gap flagged in the DRHP risk factors.

Executive remuneration FY26 (top 4 disclosed)

Full KMP / SMP detail and per-director sitting fees appear in the DRHP “Our Management” section starting at p 243 of the source PDF — not in the extracted text window.

About the MD & CEO — Ashishkumar Chauhan

• Joined NSE as MD & CEO in July 2022 (5-year term)
• Earlier MD & CEO of BSE Limited (Nov 2012 – Jul 2022) — led BSE through its 2017 IPO
• One of the few executives globally to have run two of the world’s largest exchanges back-to-back
• Architect of India’s online stock market technology in early 1990s as part of original NSE founding team
• FY26 total remuneration ₹158.88 mn

Governance & compliance notes

• Chairperson vacancy 651 days — flagged as a corporate governance risk in DRHP RF #34
• LODR Reg 30 disclosure delays in earlier periods due to PID-term-expiry leading to 4-director board
• Late submission fees paid to RBI for delays in FC-GPR filings on certain allotments
• Majority Public Interest Directors on Governing Board — SEBI MII compliance
• NSE is itself a “first level regulator” under SEBI’s True-to-Label framework (1 Jul 2024 circular)
• CSR spend FY26 ₹2,295 mn (vs ₹1,749 mn FY25)

Subsidiary performance FY26 (highlights, ₹ mn)

Full subsidiary-level performance table appears at p 47 of the DRHP. NSEIX (international exchange at GIFT IFSC) turned profitable in FY25 after start-up losses.

Primary sources

• NSE DRHP, 17 June 2026. Draft Red Herring Prospectus filed with SEBI by National Stock Exchange of India Limited. 614 pages. Available on the SEBI website and BRLM websites. CIN U67120MH1992PLC069769.
• FactSet Fundamentals. 10-year USD historical financials (FY17-FY26). FactSet entity ID 065G4N-E (BP92BM0). Used for the 10-Year USD History tab.
• Redseer Strategy Consultants. “Industry report on Capital Markets and Market Infrastructure Institutions in India”, dated 16 June 2026. Commissioned by and paid for by NSE.
• World Federation of Exchanges (WFE). Global exchange data for derivatives contract count comparisons.
• Manian & Rao, Chartered Accountants. Independent CA for WACA verification, certificate dated 17 June 2026.

News reporting on IPO size & valuation

• Deccan Herald — “NSE submits IPO papers to SEBI, eyes to garner record Rs 30,000 crore” (17-18 Jun 2026)
• NewsX — “NSE Files DRHP With SEBI For Record Rs 30,000 Crore Issue”
• The Statesman — “NSE files IPO papers for potential Rs 30,000 crore listing”
• Pragativadi — “NSE Files for Record Rs 30,000 Crore IPO”
• UnlistedZone — NSE unlisted share price ₹2,066 (52-wk high ₹2,400, low ₹1,891)

Peer comparison data (BSE Limited)

• TickerTape — BSE share price ₹3,989.50 (17 Jun 2026)
• Smart-Investing.in — BSE P/E ratio
• Yahoo Finance — BSE Q4 FY26 financials reference

Currency conversion methodology

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