1. NSE's business model
NSE runs a vertically integrated, multi-asset exchange — a single platform for trading, clearing, listing, and data/licensing services. The way it makes money is heavily concentrated:
Transaction charges = fees on every trade executed. This was 78.65% of revenue from operations in FY26 (79.55% FY25, 82.07% FY24).
Within that, options alone contributed ~60% of total operating revenue (60.22% in FY26), futures ~9%. So the whole company essentially rises and falls with F&O (derivatives) volumes.
The rest comes from listing fees, data feed & terminal services, colocation/connectivity (rack & data-centre charges), clearing & settlement, and index licensing (Nifty 50 and 425 indices via NSE Indices), plus large "other income" from its ~₹3 lakh crore treasury/investment book.
It is utterly dominant: ~93% market share in cash market (by turnover), ~99.8% in equity futures, ~74.7% in equity options (premium), and globally it was the largest exchange by number of cash-equity trades and equity-derivative contracts traded in FY26. The flip side — and the central risk — is that this options dependence makes it very exposed to SEBI's F&O tightening (true-to-label charges, weekly-expiry rationalisation, bigger lot sizes), which is exactly why its FY26 numbers dipped (see section 6).
100% Offer for Sale. Zero fresh issue. The DRHP literally lists "Fresh Issue: Not applicable." NSE itself raises no money — every rupee goes to the selling shareholders. (NSE also has no identifiable promoter, which is unusual.)
Total offer: up to 148,905,525 equity shares (face value ₹1), which is ~6.02% of the company (NSE has 2,475,000,000 shares = 247.5 crore shares total).
Top 10 selling shareholders (max shares each):
Selling Shareholder | Max Shares | Avg. Acquisition Cost/Share |
|---|---|---|
| State Bank of India | 2,47,50,000 | ₹0.80 |
| MS Strategic (Mauritius) | 1,60,00,000 | ₹66.54 |
| Canada Pension Plan Inv. Board | 1,18,74,060 | ₹324.13 |
| Aranda Investments (Temasek) | 1,12,46,336 | ₹62.38 |
| Bank of Baroda | 1,09,86,250 | ₹0.54 |
| Stock Holding Corp of India | 1,08,90,000 | ₹0.46 |
| General Insurance Corp (GIC) | 1,06,58,000 | ₹5.26 |
| New India Assurance | 1,05,00,000 | ₹0.32 |
| National Insurance Co. | 60,00,000 | ₹0.32 |
| United India Insurance | 60,00,000 | ₹0.50 |
Note the acquisition costs — most of these holders are sitting on enormous gains (SBI's cost is ₹0.80/share). Worth flagging: LIC, the single largest shareholder (~10.7%), is reportedly NOT selling in this round, and isn't in the selling-shareholder list.
Since the offer is a fixed 14.89 crore shares, the implied price just divides the rupee size by that share count. Implied full-company market cap and P/E (on FY26 EPS of ₹41.62):
Issue Size | Implied Price/Share | Implied Market Cap | P/E (FY26) |
|---|---|---|---|
| ₹22,000 cr | ~₹1,477 | ~₹3.66 lakh cr | 35.5x |
| ₹24,000 cr | ~₹1,612 | ~₹3.99 lakh cr | 38.7x |
| ₹25,000 cr | ~₹1,679 | ~₹4.16 lakh cr | 40.3x |
For context, recent press pegs the size at ₹22,000–23,000 cr (some reports say up to ₹30,000 cr), with the unlisted-market valuation already around ₹5 lakh crore — so the IPO may well price below where the grey market values it. Listing is expected in the Oct–Nov 2026 festive window, and NSE will list on BSE (a company can't list on its own exchange).
Slight correction worth making: the sequence is actually the reverse. The price band (floor/cap) is fixed first, by the company with the book-running lead managers, based on pre-IPO institutional sounding and roadshow demand. Anchor investors then bid one working day before the issue opens, at or above a price within that band (up to 60% of the QIB portion goes to anchors). So the anchor book confirms and signals demand at the chosen band — and a strong anchor book often nudges final pricing toward the top of the band — but the band itself is set just ahead of it, not derived from anchors.
Particulars | FY26 | FY25 | FY24 |
|---|---|---|---|
| Revenue from operations | 16,601 | 17,141 | 14,780 |
| Total income | 18,713 | 19,177 | 16,352 |
| Profit after tax (PAT) | 10,302 | 12,188 | 8,306 |
| EPS (₹, post-bonus) | 41.62 | 49.24 | 33.56 |
| RoNW | 33.2% | 45.1% | 37.6% |
| NAV/share (₹) | 129.75 | — | — |
The thing to notice: FY26 was actually down from FY25 on both revenue and profit. That's the SEBI F&O curbs biting — and it's the single most important number for thinking about valuation, because it breaks the "exchanges only go up" narrative. (Also note the 4:1 bonus issue in mid-2024; all EPS figures are post-bonus.)
BSE (listed, consolidated, current):
Metric | NSE (at ₹24k IPO) | BSE (current) |
|---|---|---|
| Market cap | ~₹3.99 lakh cr | ₹1.62 lakh cr |
| FY26 revenue (from ops) | ₹16,601 cr | ₹4,834 cr |
| FY26 PAT | ₹10,302 cr | ₹2,487 cr |
| FY26 EPS | ₹41.62 | ₹61.31 |
| P/E | ~38x | 65x |
| RoE / RoNW | 33% | 45% |
| OPM | very high | 64% |
The headline takeaway: at a ₹22–25k crore issue, NSE would price at roughly 35–40x earnings vs BSE's ~65x — i.e. meaningfully cheaper per rupee of profit, despite being ~3.4x BSE's revenue and ~4x its profit and far more dominant.
Why the gap? Two reasons pull in opposite directions:
In NSE's favour: scale, ~90%+ derivatives dominance, fortress moat, huge treasury.
In BSE's favour (justifying its premium): explosive growth momentum — BSE's PAT grew ~88% in FY26 and its 3-yr profit CAGR is ~124%, riding its Sensex weekly-options market-share gains. NSE, by contrast, is the large incumbent whose FY26 profit fell, and it's bearing the brunt of the same F&O regulations that BSE has so far navigated better.
So it's a classic dominant-incumbent-at-a-discount vs high-growth-challenger-at-a-premium setup. The open question for pricing is whether NSE's lower multiple adequately compensates for its slower (currently negative) growth, or whether the market re-rates it upward toward peer multiples once listed and once F&O volumes stabilise.