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InnerKore IPO
ProspectusLast filing 22 Sep 20267 medium

National Stock Exchange of India Limited

CIN
Source documents

National Stock Exchange of India Limited (CIN U67120MH1992PLC069769) has filed a Prospectus with SEBI for an IPO comprising an offer for sale of ₹22,562 Cr, priced at ₹1,700.00 to ₹1,785.00 per share. In FY26 it reported revenue of ₹16,601 Cr (-3.2% on FY25) and a net profit of ₹10,180 Cr. Our fact-check of its claims found 7 medium or high concerns across 61 claims checked.

Read from public SEBI filings; last updated . Not investment advice.

Key signals

Read from the filing. Signals summarise it; they are not a recommendation or investment advice.

  • ValuationConcern
    43.4x P/EAt the top of the band, on FY26 profit; 13.8x book value.
  • GrowthConcern
    6% a yearSales FY24 to FY26; latest year -3.2%.p.88
  • ProfitabilityLooks fine
    61.3% net marginFY26.p.88
  • DebtLooks fine
    No borrowingsNothing borrowed at the end of FY26.p.88
  • Profit into cashNot available
    –Cash flow or profit couldn't be read.p.88
  • One-off incomeLook closer
    24% of profitOther and one-off income is 24% of pre-tax profit.
  • All for saleEntirely an offer for sale: the company receives nothing.p.1
  • Red flagsLook closer
    7 to review61 claims checked: 0 high, 7 medium concern.
How we rate these
  • Valuation: P/E at the top of the band: up to 25x good, up to 40x watch, above that concern.
  • Growth: Sales growth per year: 20% or more good, 8% or more watch, below that concern.
  • Profitability: Net profit margin: 10% or more good, 4% or more watch, below that concern. The trend note compares operating margin with the year before (1.5 points either way).
  • Debt: Borrowings / net worth: up to 0.5x good, up to 1.5x watch, above that concern.
  • Profit into cash: Cash from operations as a share of net profit: 80% or more good, 40% or more watch, below that (or negative) concern.
  • One-off income: Other and one-off income as a share of pre-tax profit: up to 10% good, up to 30% watch, above that concern. Any one-off item management itself describes moves "good" to "watch".
  • Where the money goes: Offer for sale as a share of the whole issue: under 40% good, under 75% watch, above that concern. In an offer for sale the money goes to the selling shareholders, not the company.
  • Red flags: Fact-check results: any high-concern finding is concern, any medium is watch, otherwise good.

Rules are rules of thumb, not a verdict: a fast-growing business can reasonably carry a higher P/E, and some sectors run on debt.

The IPO

What National Stock Exchange of India Limited is offering, at what price, and who owns it today. Read from the Prospectus; anything the company hasn't fixed yet shows as pending.

IPO dates announced

Bidding 17 Sep 2026 to 21 Sep 2026.

Fresh issue
Nil
Not part of this offer: the whole offer is a sale by existing holders
Offer for sale
₹22,562 Cr
12.64 Cr shares
Price band
₹1,700.00 – ₹1,785.00
Lot of 8 shares, from ₹13,600
Shares today
247.5 Cr
Before the IPO
Face value
₹1
Listing on
BSE & NSEEQ
Bidding
17 Sep 2026 – 21 Sep 2026
Opens – closes
Lead managers
Kotak Mahindra Capital CompanyJM FinancialMorgan Stanley India CompanyCitigroup Global Markets IndiaJ.P. Morgan IndiaAnand Rathi AdvisorsAvendus CapitalAxis CapitalDAM Capital AdvisorsEquirus CapitalEquirus CapitalHDFC BankICICI SecuritiesIDBI Capital Markets & SecuritiesIIFL Capital ServicesIIFL SecuritiesMotilal Oswal Investment AdvisorsNuvama Wealth ManagementPantomath Capital Advisors
Registrar
MUFG Intime India
Read from p.1p.83p.84p.85+1

Where the money goes

This is entirely an offer for sale: the company receives no money. The proceeds go to the selling shareholders.

Who owns it

The filing's shareholding could not be read reliably, so no ownership figures are shown. See the source document.

Valuation

At the price bandLow endHigh end
Price per share₹1,700.00₹1,785.00
Market cap after IPO₹4,20,750 Cr₹4,41,788 Cr
P/E (FY26 profit)41.33x43.40x
Price / book value13.10x13.76x
Price / sales25.34x26.61x

Post-issue market cap divided by FY26 figures from the filing. A loss-making company has no P/E. Total issue size at the top of the band: ₹22,569 Cr.

Financials

What National Stock Exchange of India Limited earned and how, read straight from its Prospectus.

Sales FY26
₹16,601 Cr
-3.2% vs FY25
Net profit FY26
₹10,180 Cr
61.3% net margin
Net worth
₹32,114 Cr
Debt / equity 0.00x
Operating cash flow FY26
–
₹ crore · Consolidated · FY = year ended 31 MarchSource p.86p.88
MetricFY24FY253M Jun-25FY263M Jun-26
Profit & loss
Sales14,78017,1414,03216,6014,560
Sales growth–16.0%–-3.2%–
1,5722,0367662,112692
Depreciation440547150624163
Profit before tax11,18415,4753,77613,8964,169
Profit before tax excl. other & one-off income9,53112,2293,01010,5833,457
Other & one-off income as % of PBT14.8%21.0%20.3%23.8%17.1%
Tax rate24.8%25.0%25.5%26.7%25.1%
Net profit8,40611,6062,81210,1803,122
Net margin56.9%67.7%69.7%61.3%68.5%
Balance sheet
Net worth23,97430,35333,33132,11435,244
Borrowings0.000.000.000.000.00
Total assets65,46469,46777,14787,93791,334
Debt / equity0.00x0.00x0.00x0.00x0.00x
Return on equity35.1%38.2%–31.7%–

Full statements

As printed in the filing's summary financial information, converted to ₹ crore.

₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.88p.89
Line itemFY24FY253M Jun-25FY263M Jun-26
Revenue from operations14,78017,1414,03216,6014,560
Other income1,5722,0367662,112692
16,35219,1774,79818,7135,252
Depreciation and amortisation expenses440547150624163
Profit before Share of profits of associates accounted for using equity method, Contribution to Core SGF, Exceptional items and Tax12,74314,3713,74612,7134,080
Profit before Contribution to Core SGF, Exceptional items and Tax12,84414,4993,77612,8224,106
Profit before Exceptional items and Tax11,10314,2653,77612,8214,101
Profit on sale of investment in associates811,2090.001,20120
Profit before tax for the period/year from continuing operations11,18415,4753,77613,8964,169
Deferred tax expense / (benefit)152-7025-2793
2,7783,8699643,7161,048
Profit for the period/year from continuing operations8,40611,6062,81210,1803,122
Profit / (Loss) from discontinued operations before tax-80733114130-1.1
Tax expense of discontinued operations211512.27.20.75
Profit / (Loss) from discontinued operations-101582112123-1.8
Profit for the period/year (A)8,30612,1882,92410,3023,120
5.6435469-8.3
Total comprehensive income for the period/year (A+B)8,31112,2302,97810,3713,112
8,41511,6502,86610,2483,114
Basic and Diluted (₹)-0.412.40.450.490.00
3449124213
₹ crore (per-share figures in ₹), as restated in the filing. Click + to see what a line is made of.Source p.86p.87
Line itemFY24FY253M Jun-25FY263M Jun-26
Property, plant and equipment1,0041,1201,1101,1931,330
Goodwill207207207207207
Investments in associates accounted for using the equity method686616646528554
Investments (other than in associates)14,12813,88312,76711,2449,535
22,05222,24422,15118,82318,065
Investments10,47116,48318,45117,57024,861
Trade receivables1,8651,5121,6542,4682,249
Cash and cash equivalents*23,17617,29820,61332,26128,592
Bank balances other than cash and cash equivalents5,95210,21612,51114,98415,684
42,55946,98454,71368,82672,982
65,46469,46777,14787,93791,334
Equity share capital50248248248248
Other equity23,92530,10633,08431,86634,997
23,97430,35333,33132,11435,244
552846868901995
5.821303944
Total outstanding dues of creditors other than micro enterprises and small enterprises327431448465493
31,71226,10630,60441,82941,686
32,63327,03831,49142,74542,698
TOTAL EQUITY AND LIABILITIES65,46469,46777,14787,93791,334

Discounted cash flow

What National Stock Exchange of India Limited's cash flow would be worth today. Change the rate, time period or growth to see how sensitive the answer is.

% / yr
years
% / yr
Worth today (10 years of cash)
₹79,695 Cr
Per share
₹322.00
Top of the price band
₹1,785.00
DCF value is 82.0% below it.
05,00010,00015,00020,000Year 1: ₹10,790 Cr projected, ₹9,721 Cr in today's money1Year 2: ₹11,438 Cr projected, ₹9,283 Cr in today's money2Year 3: ₹12,124 Cr projected, ₹8,865 Cr in today's money3Year 4: ₹12,851 Cr projected, ₹8,466 Cr in today's money4Year 5: ₹13,623 Cr projected, ₹8,084 Cr in today's money5Year 6: ₹14,440 Cr projected, ₹7,720 Cr in today's money6Year 7: ₹15,306 Cr projected, ₹7,372 Cr in today's money7Year 8: ₹16,225 Cr projected, ₹7,040 Cr in today's money8Year 9: ₹17,198 Cr projected, ₹6,723 Cr in today's money9Year 10: ₹18,230 Cr projected, ₹6,420 Cr in today's money10
Projected cash flow (₹ Cr) Worth today at 11% a yearAlong the bottom: years from now

Starts from FY26 net profit of ₹10,180 Cr, grown 6% a year (based on revenue growth FY24–FY26, capped at 20%) and discounted at 11% a year, with no value counted beyond year 10. Per share uses the shares outstanding after the IPO at the top of the band. A simple illustration from the filing's numbers, not a forecast or investment advice; small changes to the rate or growth move the answer a lot.

The short version

Start here. The story in a few minutes, with every fact tied to the page it came from.

National Stock Exchange of India Limited के IPO की DRHP में एक detail है जो अक्सर नज़रअंदाज़ कर दिया जाता है: यह कंपनी 2008 में currency futures में trading शुरू करने का कोई रिकॉर्ड नहीं रखती है। यह fact बताता है कि इस IPO के पीछे की history और regulatory context कितनी अलग है।

AI-written summary of National Stock Exchange of India Limited's filings. Verify against the source documents.

तो सबसे पहले बात करते हैं इस IPO की total consideration की। Company ने equity shares के लिए total consideration ₹22,561.57 Crore का रखा है, जिसका face value ₹1 per share है। यह total consideration Employee Reservation Portion और Net Offer में divided है, जो QIB, Non-Institutional, और Retail investors के लिए अलग-अलग allocations में segregated है।

  • The total offer for sale amounts to ₹22,561.57 Crore for equity shares with a face value of ₹1 each. p.83

अब बात करते हैं कि इस offering में investor allocation कैसे किया गया है। Anchor Investor Portion का 40% domestic Mutual Funds को reserved किया गया है, और इसके अलावा 6.67% Life Insurance Companies और Pension Funds के लिए reserved किया गया है।

  • 40% of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds. p.84
  • 6.67% of the Anchor Investor Portion shall be reserved for allocation to Life Insurance Companies and Pension Funds. p.84

और एक important detail ये है कि Non-Institutional Portion का distribution कैसे हुआ है। इसमें से one-third portion उन Bidders को reserved किया गया है जिनका application size ₹2.00 Lakh से ऊपर और ₹10.00 Lakh तक है, जबकि बाकी two-third portion उन Bidders के लिए है जिनका application size ₹10.00 Lakh से ऊपर है।

  • One-third of the Non-Institutional Portion was reserved for Bidders with an application size of more than ₹2.00 Lakh and up to ₹10.00 Lakh. p.83
  • Two-third of the Non-Institutional Portion was reserved for Bidders with an application size of more than ₹10.00 Lakh. p.83

तो चलिए, सीधे बात करते हैं company के financial performance की। DRHP के हिसाब से, FY26 में company ने ₹16,601 crore का Revenue report किया है, जो पिछले साल से 3.1% decrease दिखाता है। लेकिन यहाँ एक important point है, क्योंकि यह growth trend को दिखाता है: Revenue FY24 से FY26 तक 6.0% सालाना growth दिखा रहा है।

  • Revenue in FY26 was Rs. 16601 crore, which is a 3.1% decrease versus the year before. p.133
  • Revenue grew 6.0% a year, from FY24 to FY26. p.133

अब बात करते हैं profit margin की। कंपनी ने FY26 में Net Profit ₹10,180 crore दर्ज किया है, जिससे 61.3% का profit margin दिखा है। यह एक strong figure है, क्योंकि यह दिखाता है कि core business में कंपनी अच्छा performance दिखा रही है।

  • Net profit in FY26 was Rs. 10180 crore, showing a 61.3% margin. p.133

और एक detail जो हमें ध्यान में रखनी चाहिए, वो है 'Other Income' का part। Filing के अनुसार, Other Income FY26 में ₹2112.1 crore रहा, जो pre-tax profit का 24% हिस्सा है। यह money core business से नहीं आ रहा है, इसलिए इसे एक warning sign की तरह देखना चाहिए, क्योंकि यह repeat नहीं हो सकता है।

  • Other income made up 24% of pre-tax profit in FY26. p.133

तो सबसे पहले बात करते हैं regulatory risks की। Company operates in a highly regulated industry, primarily overseen by SEBI, and is subject to periodic inspections and enforcement actions by various authorities. In its own filing, it states that there are past and ongoing enforcement actions by SEBI, including monetary penalties and various adjudication proceedings, which poses a material risk to the business.

  • Company faces significant regulatory risks stemming from past and ongoing enforcement actions by SEBI, including monetary penalties and various adjudication proceedings. p.33

दूसरा पॉइंट है operational and compliance issues. The company's IT infrastructure has experienced numerous technical glitches, software bugs, and connectivity failures. Furthermore, inspections by SEBI and IFSCA have raised observations regarding deficiencies in financial monitoring and system maintenance, which is a major concern.

  • Inspections by SEBI and IFSCA have raised observations regarding deficiencies in financial monitoring, policy updates, and system maintenance. p.33

अब बात करते हैं market integrity aur external factors ki. There is a significant concern regarding the volume and value of transactions executed on the stock exchange, where a significant decrease could constrain growth. Also, adverse macroeconomic developments like slowing GDP growth or rising interest rates can dampen investor confidence and reduce participation in the Indian securities markets.

  • A significant decrease in the volume and value of transactions executed on the stock exchange could significantly reduce demand for products, constrain growth, and adversely affect business, cash flows, prospects, and financial condition. p.33
  • Adverse macroeconomic developments in India and globally, such as slowing GDP growth, rising inflation, increasing interest rates, currency depreciation, or a downgrade in India's sovereign credit rating, could dampen investor confidence and reduce participation in the Indian securities markets. p.34

तो अब बात करते हैं litigation aur regulatory proceedings की। Company और its subsidiaries के खिलाफ कई legal actions दर्ज हैं। जैसे, some writ petitions challenge securities categorization, aur disputes over compensation limits for investors. ये all issues SEBI aur Registrar of Companies के साथ ongoing हैं।

  • Various legal proceedings involving the Company, its Subsidiaries, and Directors are listed, covering issues like challenges to securities categorization and investor claims. p.446

A specific point है जो ध्यान में लाना चाहिए। कुछ civil litigation में, writ petitions filed against NCL and the Company by others are mentioned. Plus, there are criminal proceedings initiated by NCL against certain entities concerning the freezing of shares, involving a margin shortfall of approximately ₹92.00 Crore. This shows a direct financial impact from these disputes.

  • Criminal proceedings initiated by NCL against certain entities related to the freezing of shares showed a margin shortfall of approximately ₹92.00 Crore. p.447

इसके अलावा, SEBI ke enforcement actions bhi detail mein hain. Past enforcement actions include penalties and non-monetary directions. Aur yeh bhi mention kiya gaya hai ki various applications for approvals for introducing new products are pending with SEBI. Yeh regulatory compliance ka ek important aspect hai.

  • Past enforcement actions by SEBI against the Company included penalties and non-monetary directions, and applications for approvals for introducing new products are pending with SEBI. p.447

तो अब आते हैं promoters और related party transactions पर। DRHP में यह क्लैरिटी दी गई है कि जो amount IPO के लिए आ रहा है, यानी Rs. 22562 Crore, वह कंपनी को सीधे तौर पर नहीं मिल रहा है। यह एक important point है क्योंकि यह दिखाता है कि IPO की फंडिंग का direct benefit company को नहीं मिल रहा है।

  • The entire offer for sale is Rs. 22562 Crore, but the company itself receives none of it. p.438

Related party transactions के framework में SEBI ICDR Regulations का reference है। यह बताता है कि related party dealings को कैसे review करना है, जो कि accounting standards के हिसाब से होना चाहिए। यह एक regulatory requirement है जो transactions को govern करता है।

  • Related party transactions should be reviewed according to Ind AS 24 and SEBI ICDR Regulations. p.403

इसके अलावा, RBI के directions में changes हैं जो index derivatives के trading को affect कर रहे हैं। RBI ने certain entities को certain derivatives में dealing restrict कर दिया है, जिससे market mein speculative trading par impact pad raha hai।

  • RBI issued revised directions governing exchange traded currency derivatives, restricting certain entities from dealing in them without specific authorization. p.407

Bottom line

तो ये हैं वो numbers जो हमने IPO की DRHP और financial performance में कवर किए हैं। ये हैं वो figures जो filing paints -- what you make of it is up to you. ये हैं numbers, faisla aapka.

Red flags & fact-checks

We looked up selected claims from the filing (promoters, court cases, subsidiaries) on the open web. Here is what we found.

  • MediumPromoter background

    National Stock Exchange of India Limited

    70% confidence
    What the filing says

    The aggregate amount involved in civil litigation against the company is ₹2,584.28 Crore.

    What we found

    Search results indicate a settlement between NSE and SEBI, involving a figure related to ₹1,491 Crore, which is mentioned in the context of a DRHP. This contrasts with the claim of ₹2,584.28 Crore in civil litigation, suggesting the claim might be inaccurate or referring to a different legal amount.

  • MediumLitigation

    National Securities Depositories Limited

    70% confidence
    What the filing says

    There is no outstanding litigation involving the Group Companies, except as disclosed regarding National Securities Depositories Limited (NSDL).

    What we found

    The search results show various legal proceedings and orders related to National Securities Depositories Limited (NSDL), including a case involving a writ petition and a settlement with SEBI. This suggests that litigation involving NSDL exists, which is relevant to the claim about outstanding litigation.

  • MediumLitigation

    OPG Securities Private Limited

    60% confidence
    What the filing says

    SEBI held that there was a lack of sufficient evidence of connivance or collusion between OPG Securities Private Limited or its directors and the Company in relation to a show cause notice.

    What we found

    One search result references a case involving OPG Securities in conspiracy with another entity in relation to the National Stock Exchange of India Limited., which is related to the claim. Another result mentions a judgment where the test of 'preponderance of probability' failed due to a lack of material evidence, which is contextually relevant to the claim.

  • MediumLitigation

    Gitanjali Gems Limited

    60% confidence
    What the filing says

    The Company filed a criminal complaint alleging contravention of SEBI Listing Regulations regarding the failure to submit quarterly compliance reports on corporate governance, shareholding pattern, and financial results against Gitanjali Gems Limited and others, seeking charges and imprisonment for directors.

    What we found

    The search results indicate that there are various legal proceedings and actions related to Gitanjali Gems Limited and its executives, including a case involving Mehul Choksi and the liquidation of the company by the NCLT. This context is related to the entities mentioned in the claim but does not directly confirm the specific allegation regarding the failure to submit quarterly compliance reports by National Stock Exchange of India Limited.

  • MediumLitigation

    Mackertich Wealth Management Limited

    60% confidence
    What the filing says

    A writ petition was filed by Stewart and Mackertich Wealth Management Limited and Sandipan Chatterjee against the Union of India, the Company, and others, challenging a circular imposing an additional surveillance margin penalty.

    What we found

    Search results indicate that a case involving Stewart & Mackertich Wealth Management Ltd. and others is related to legal proceedings, including a case from the Calcutta High Court (Result [2]) and a pending petition concerning a settlement bid (Result [5]). This suggests the claim regarding a writ petition challenging a circular imposing a penalty might be related to these existing legal matters.

  • MediumPromoter background

    Karvy Stock Broking Limited

    60% confidence
    What the filing says

    SEBI levied a penalty of ₹2.00 Crore on NSE for the default of Karvy Stock Broking Limited, which was later stayed by the SAT.

    What we found

    The search results confirm that SEBI took action against Karvy Stock Broking Limited (KSBL), including issuing final orders and notices, but they do not explicitly mention a penalty of ₹2.00 Crore levied on NSE or the subsequent stay by the SAT as stated in the claim.

Inside the filing

Section-by-section summaries of the Prospectus. Turn on Detailed view at the top to expand everything.

What the company does and how it got here

Business & industry

What the company actually does, its customers, competition and the industry it sells into.

pp. 161–254

This section provides an overview of the Indian macroeconomic environment, highlighting several structural drivers that underpin economic growth. Key macroeconomic observations include India's projection to become the world's third-largest economy by Fiscal 2032P and the strengthening of its policy framework. The text details various reforms, such as the introduction of GST and the IBC, which have improved the market. Furthermore, it discusses the impact of demographic shifts, rising middle-class expansion, and nationwide digitization on economic activity. The section also covers the evolution of India's capital markets, noting their maturity and comparison with global benchmarks.

Key points (344, showing 60)

  • India is projected to become the world's third largest economy by Fiscal 2032P. p.161
  • India's nominal GDP is projected to reach US$6.79 trillion by Fiscal 2032P, with expected growth of 9.61% per year between Fiscal 2026 and Fiscal 2032P. p.161
  • The decline in the fiscal deficit reflects prudent fiscal management and sustained efforts towards consolidation. p.162
  • The introduction of Goods and Services Tax (“GST”) unified the national market and increased monthly gross GST revenue significantly. p.162
  • The Insolvency and Bankruptcy Code (“IBC”) strengthened creditor confidence and improved capital recycling across the financial system. p.162

History & corporate structure

How the company came to be: key milestones, subsidiaries, acquisitions and restructurings.

pp. 255–259

The company, formerly known as National Stock Exchange of India Limited, has a long history dating back to its incorporation in 1992 and subsequent recognition by the Ministry of Finance. The company has undergone several changes to its registered office location over the years. The Memorandum of Association has seen significant amendments regarding the authorized share capital in recent years. The company has a substantial track record of milestones, including the launch of various trading segments, index development, and investor base growth. Furthermore, the company has divested stakes in several entities, including National Securities Depository Limited and Computer Age Management Services Limited.

Key points (33)

  • The Company was incorporated as ‘National Stock Exchange of India Limited’ as a public limited company under the Companies Act, 1956. p.255
  • The certificate of incorporation was issued by the Assistant Registrar of Companies, Maharashtra at Bombay on November 27, 1992. p.255
  • The Company was granted recognition as a stock exchange by the Ministry of Finance, Government of India by way of a notification dated April 26, 1993. p.255
  • Recognition as a stock exchange was renewed for a period of five years each by notifications dated April 6, 1998, and April 10, 2003, issued by SEBI. p.255
  • Renewal of recognition as a stock exchange was granted to the Company on a permanent basis by a notification dated April 17, 2008, with effect from April 26, 2008. p.255

The IPO terms and where the money goes

Cover & definitions

Headline offer terms and the glossary the rest of the document relies on.

pp. 7–31

This section provides various definitions and abbreviations used throughout the Prospectus. It defines terms related to the company, such as the name of the company and its registered office. It also details various roles, such as the Lead Managers, the types of investors, and the process for the Offer. Key terms include definitions for different types of bidders, the process for allotment, and the parties involved in the book-building process.

Key points (23)

  • The Book Running Lead Managers include Kotak Mahindra Capital Company Limited, JM Financial Limited, Morgan Stanley India Company Private Limited, and others. p.10
  • The Cut-off Price for the Offer is ₹ 1,785.00 per Equity Share. p.11
  • Anchor Investor Allocation Price is ₹ 1,785.00 per Equity Share. p.11
  • Anchor Investor Portion is 60% of the QIB Portion, amounting to 3,77,93,739 Equity Shares of face value of ₹1 each. p.11
  • A discount of 9.52% was offered to Eligible Employees Bidding in the Employee Reservation Portion, equivalent to ₹170.00 per Equity Share of face value of ₹1 each. p.12p.14

The offer

How many shares are being sold, by whom, and on what terms.

pp. 83–117

The offering details involve a total consideration of ₹22,561.57 Crore for equity shares with a face value of ₹1 each. This total is broken down into an Employee Reservation Portion and a Net Offer, which further segregates into various categories such as QIB, Non-Institutional, and Retail. Specific allocations are made for different investor types, including reservations for domestic Mutual Funds and Life Insurance Companies and Pension Funds.

Key points (51)

  • The total offer for sale amounts to ₹22,561.57 Crore for equity shares with a face value of ₹1 each. p.83
  • The Net Offer consists of ₹11,245.79 Crore for the QIB Portion. p.83
  • One-third of the Non-Institutional Portion was reserved for Bidders with an application size of more than ₹2.00 Lakh and up to ₹10.00 Lakh. p.83
  • The Offer and the Net Offer constituted 5.11% and 5.09% of the post-Offer paid-up Equity Share capital of the Company, respectively. p.83
  • 40% of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds. p.84

Capital structure

Who owns what today, past share issues and what the shareholding looks like after the IPO.

pp. 118–132

This section details the authorized and issued equity share capital of the company, including various transactions such as offers for sale and past allotment history. The data shows the structure of the share capital before and after certain offers, including an employee reservation portion, which was noted not to exceed 5% of the post-offer capital. Furthermore, the document provides a detailed history of equity share allotments and subscriptions across different dates, including rights issues, bonus issues, and various preferential allotments to different entities.

Key points (21)

  • The Offer for Sale included an Employee Reservation Portion of 4,33,436 Equity Shares. p.118
  • The Employee Reservation Portion did not exceed 5% of the post Offer Equity Share capital of the Company. p.118
  • The Net Offer resulted in 12,60,03,214 Equity Shares. p.118
  • The history of equity share capital allotments is detailed in a table. p.119
  • A rights issue on June 29, 1999, resulted in 1,47,60,000 equity shares being allotted. p.120

Use of proceeds

What the money raised will be spent on: growth, debt repayment or promoters cashing out.

pp. 133–160

The objects of the offer primarily involve the Offer for Sale of 12,64,36,650 Equity Shares for a total consideration of ₹22,561.57 Crore. The company also aims to achieve the benefits associated with listing these Equity Shares on the BSE. The process involves an Employee Discount of ₹ 170.00 per Equity Share for Eligible Employees bidding in the Employee Reservation Portion. The offer details cover various aspects related to the sale, including the estimation of offer-related expenses and the utilization of the proceeds by the selling shareholders.

Key points (48)

  • The Offer is for the sale of 12,64,36,650 Equity Shares with a face value of ₹1 each. p.133
  • The total consideration for the Offer for Sale is up to ₹22,561.57 Crore. p.133
  • An Employee Discount of ₹ 170.00 per Equity Share of face value of ₹1 each was offered to Eligible Employees Bidding in the Employee Reservation Portion. p.133
  • Offer-related Expenses are estimated to be approximately ₹392.12 Crore. p.134
  • Fees and commissions payable to the BRLMs and M-BRLM amount to 1,862.05 million, which is 47.49% of the total estimated Offer expenses and 0.82% of the total Offer size. p.134

The numbers behind the story

Financial information

Revenue, profit, debt, cash flow and the auditors' notes behind them.

pp. 260–402

This section details the corporate structure of the issuer's subsidiaries and associates, including the NSE Clearing Limited (NCL), NSE Investments Limited, NSE IFSC Limited (NSEIX), NSE Administration and Supervision Limited (NASL), NSE Foundation, and National Coal Exchange of India Limited (NCEIL). It provides financial performance metrics for these entities over fiscal years 2026, 2025, and 2024, covering items such as equity capital, reserves and surplus, total income, profit/loss after tax, and earnings per share for each entity.

Key points (386, showing 60)

  • NCL's equity capital was ₹14,450.00 in Fiscal 2026, ₹14,450.00 in Fiscal 2025, and ₹14,450.00 in Fiscal 2024. p.260
  • NCL's profit/(loss) after tax showed a decrease from ₹10,446.50 in Fiscal 2026 to ₹13,143.00 in Fiscal 2024. p.260
  • NSE Investments' reserves and surplus showed a decrease from ₹16,962.60 in Fiscal 2026 to ₹20,343.18 in Fiscal 2024. p.261
  • NSEIX's profit/(loss) after tax showed a significant fluctuation, with a loss of (303.29) in Fiscal 2026 and a loss of (65.26) in Fiscal 2025. p.262
  • NSE Foundation's reserves and surplus showed a decrease from ₹244.47 in Fiscal 2026 to ₹125.06 in Fiscal 2024. p.264

What could go wrong, per the company

Risk factors

The risks the company is legally required to disclose, in its own words.

pp. 32–49

Investors should be aware that the company operates in a highly regulated industry, primarily overseen by SEBI, and is subject to periodic inspections and enforcement actions by various authorities. The company's authorization and that of its clearing corporation are subject to review, and adverse changes in regulations could materially affect its operations. Furthermore, certain products require approval from the RBI. The company also faces risks related to the reliance on a concentrated group of key trading members, which makes its financial performance sensitive to their activities.

Key points (84, showing 60)

  • A significant decrease in the volume and value of transactions executed on the stock exchange could significantly reduce demand for products, constrain growth, and adversely affect business, cash flows, prospects, and financial condition. p.33
  • Revenue is earned based on trades executed on the stock exchange, listing fees from Listed Entities, and fees from ancillary services such as Data Feed & Terminal services, data centre related services, and licensing services. p.33
  • Adverse macroeconomic developments in India and globally, such as slowing GDP growth, rising inflation, increasing interest rates, currency depreciation, or a downgrade in India's sovereign credit rating, could dampen investor confidence and reduce participation in the Indian securities markets. p.34
  • Global headwinds such as recessionary conditions in major economies, supply chain disruptions, or commodity price fluctuations could reduce foreign portfolio investment flows into India. p.34
  • Escalating geopolitical tensions, including ongoing conflicts such as the Russia–Ukraine war and the conflict in the Middle East, or the imposition of international sanctions, trade embargoes, or retaliatory tariffs, could further disrupt global capital flows with consequential effects on the Indian securities markets. p.34

Who runs and controls the company

Management & board

Directors and senior management: who they are, their background and pay.

pp. 50–82

The management section details various risks and dependencies faced by the company, including litigation, regulatory scrutiny, and operational vulnerabilities. The company faces potential financial impacts from ongoing civil litigation and penalties imposed by the Competition Commission of India (CCI). Furthermore, the business relies on statutory approvals which are subject to periodic renewal and regulatory conditions, which could restrict operational flexibility. Risks also exist concerning data feed services, where errors could lead to customer claims, and the company's intellectual property rights are not fully protected, exposing it to infringement risks.

Key points (56)

  • The company has faced regulatory scrutiny from the Competition Commission of India (CCI) regarding alleged dominant position in the stock exchange service market, resulting in a penalty. p.50
  • The company has challenged the CCI order before the Competition Appellate Tribunal (COMPAT), which upheld the penalty, and has filed a civil appeal before the Supreme Court of India. p.50
  • MSEI filed a compensation claim of ₹856.99 Crore before the National Company Law Appellate Tribunal, which was stayed by the Supreme Court due to the pendency of the SC Appeal. p.50
  • The company is subject to enforcement actions, monetary penalties, adjudication proceedings, and regulatory matters with SEBI in respect to alleged violations and regulatory matters. p.50
  • The company has recognized a provision of ₹1,391.21 Crore during Fiscal 2026, in addition to ₹100.00 Crore provided during Fiscal 2023, related to issues with preferential access to tick-by-tick data. p.50

Related-party transactions

Business done between the company and people or firms connected to its owners.

pp. 403–444

The section discusses the framework for related party transactions, referencing applicable Accounting Standards and SEBI ICDR Regulations. It also details various regulatory actions and changes introduced by SEBI and RBI that have impacted the market, such as restrictions on foreign exchange derivatives, rationalization of index options expiries, and increased margin requirements for index derivatives, which have moderated speculative trading. Furthermore, it outlines changes to the charge structure for members and the introduction of new taxes on equity derivatives, which were intended to curb excessive speculation and align trading with cash market liquidity.

Key points (124, showing 60)

  • Related party transactions should be reviewed according to Ind AS 24 and SEBI ICDR Regulations. p.403
  • RBI issued revised directions governing exchange traded currency derivatives, restricting certain entities from dealing in them without specific authorization. p.407
  • SEBI introduced measures during Fiscal 2025 and Fiscal 2026 to strengthen the equity index derivatives framework, including rationalization of weekly expiries and standardization of expiry days. p.407
  • Increased margin requirements and upfront collection of option premiums were implemented for index derivatives, which moderated speculative turnover. p.407
  • SEBI required clearing corporations with a significant clearing volume share to maintain a minimum Core Settlement Guarantee Fund (Core SGF) corpus for equity derivatives products. p.407

Articles of association

The company's internal rulebook: shareholder rights, board powers and transfer limits.

pp. 558–668

This section details the main provisions of the Articles of Association, which have been adopted by the shareholders in a special resolution. It establishes precedence rules regarding these Articles versus various laws and regulations, stating that certain laws prevail over the Articles where inconsistency exists. The provisions cover definitions, including terms for various legal instruments and parties, and rules for share capital and the register of members. Furthermore, it outlines restrictions on share allotment, the control of shares by the Governing Board, and provisions related to deposits, calls, and the recognition of interests in shares.

Key points (231, showing 60)

  • The regulations contained in Table F of Schedule I to the Act shall apply to the Company as they are not provided for or are not inconsistent with these Articles. p.558
  • In the event of any inconsistency or repugnancy between these Articles and Table F, these Articles shall prevail to the extent of such inconsistency. p.558
  • To the extent these Articles are inconsistent with the mandatory provisions of the Act, such provisions of the Act shall prevail and these Articles shall be deemed modified or replaced to conform to the applicable provisions of the Act. p.558
  • These Articles shall also be read and interpreted in conjunction with the SCR Act, the SECC Regulations, and circulars, notifications, regulations, rules and guidelines issued by SEBI, without prejudice to the applicability of the Act and Table F. p.558
  • To the extent these Articles are inconsistent with the provisions of the SCR Act and the SECC Regulations or such other circulars, notifications, regulations, rules and guidelines issued by SEBI, such provisions shall prevail. p.558

Updates since the first filing

Addenda, corrigenda and the abridged prospectus, newest first.

  1. RHPRed Herring Prospectus· 668 pagesOpen document

    An earlier full draft. The main analysis above reflects the latest version; open the document to compare.

  2. DAPAbridged prospectus (DAP)· 21 pagesOpen document

    Abridged prospectus highlights

    This section details various aspects of the company's offering, including corporate identity, the structure of the offer, and the involvement of various selling shareholders. It outlines the regulatory framework under which the offer is made and provides information on the market context and competitive strengths of the company. Furthermore, it discusses the market overview, highlighting India's growing economy and the state of its financial markets, as well as the company's strategic focus on technology, market innovation, and global partnerships.

    Key points (46)

    • The offer is being made in terms of Regulation 6(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). p.1
    • Details regarding share allocation and reservation among Qualified Institutional Buyers (“QIBs”), Non-Institutional Bidders (“NIBs”), Retail Individual Bidder (“RIBs”) and Eligible Employees can be found in the “Offer Structure” beginning on page 525 of the Red Herring Prospectus. p.1
    • The State Bank of India is a Corporate Selling Shareholder, offering up to 1,59,69,410 Equity Shares of face value of ₹1 each aggregating to ₹ [●] million at a Weighted Average Cost of Acquisition of 0.80. p.1
    • SBI Capital Markets Limited is participating as a Selling Shareholder in the Offer and will only be involved in the marketing of the Offer due to restrictions under Regulation 21A of the SEBI Merchant Bankers Regulations. p.1
    • The Equity Shares offered have a face value of ₹1 each. p.1

National Stock Exchange of India Limited IPO: common questions

Short answers drawn from the filings above.

How big is the National Stock Exchange of India Limited IPO?

National Stock Exchange of India Limited's IPO comprises an offer for sale of ₹22,562 Cr, according to its Prospectus. The price band is ₹1,700.00 to ₹1,785.00 per share.

What are National Stock Exchange of India Limited's revenue and profit?

National Stock Exchange of India Limited reported revenue from operations of ₹16,601 Cr in FY26, -3.2% versus FY25. Net profit was ₹10,180 Cr (FY25: ₹11,606 Cr). Revenue grew at a compound rate of 6.0% a year from FY24 to FY26. Figures are read from the Prospectus, as printed there.

What are the red flags in National Stock Exchange of India Limited's Prospectus?

We fact-checked 61 claims from the filing against the open web: 0 raised a high concern, 7 medium and 2 low. The most notable: Search results indicate a settlement between NSE and SEBI, involving a figure related to ₹1,491 Crore, which is mentioned in the context of a DRHP. This… The search results show various legal proceedings and orders related to National Securities Depositories Limited (NSDL), including a case involving a writ… One search result references a case involving OPG Securities in conspiracy with another entity in relation to the National Stock Exchange of India Limited.,… This is an automated screen, not a verdict; each finding links to its sources.

What does National Stock Exchange of India Limited do?

National Stock Exchange of India Limited के IPO की DRHP में एक detail है जो अक्सर नज़रअंदाज़ कर दिया जाता है: यह कंपनी 2008 में currency futures में trading शुरू करने का कोई रिकॉर्ड नहीं रखती है। यह fact बताता है कि इस IPO के पीछे की history और regulatory context कितनी अलग है।

Who manages the National Stock Exchange of India Limited IPO?

Book running lead managers: Kotak Mahindra Capital Company Limited, JM Financial Limited, Morgan Stanley India Company Private Limited, Citigroup Global Markets India Private Limited, J.P. Morgan India Private Limited, Anand Rathi Advisors Limited, Avendus Capital Private Limited, Axis Capital Limited, DAM Capital Advisors Limited, Equirus Capital Limited, Equirus Capital Private Limited, HDFC Bank Limited, ICICI Securities Limited, IDBI Capital Markets & Securities Limited, IIFL Capital Services Limited, IIFL Securities Limited, Motilal Oswal Investment Advisors Limited, Nuvama Wealth Management Limited, Pantomath Capital Advisors Private Limited. Registrar to the offer: MUFG Intime India Private Limited. Shares are proposed to list on BSE and NSE.

Where can I read the original National Stock Exchange of India Limited IPO documents?

All 3 filings for National Stock Exchange of India Limited (RHP, DAP, Prospectus) are listed on this page with links to the original PDFs on SEBI's website. Every page reference cites the exact page of the source document.

Source documents

Every page reference on this site links to the original SEBI PDF.

DocumentSource
ProspectusProspectus
National Stock Exchange of India Ltd - Prospectus · 22 Sep 2026
PDF
RHPRed Herring Prospectus
NATIONAL STOCK EXCHANGE OF INDIA LIMITED - RHP · 11 Sep 2026
PDF
DAPAbridged prospectus (DAP)
NATIONAL STOCK EXCHANGE OF INDIA LIMITED - RHP · 11 Sep 2026
PDF
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