NSE IPO 2026 — India's Largest IPO at ₹30,000 Crore: The 10-Year Comeback and The Risk No One Is Talking About

NSE filed for an IPO in 2016. It never happened. A co-location scandal froze the listing for a decade. In those ten years, NSE became nine times larger, twelve times more profitable in derivatives, and home to 13 crore investors. Now the IPO is back — at ₹30,000 crore, the biggest in Indian history. But 60% of its revenue comes from the one segment SEBI is actively shrinking. Here is the complete picture.

Ten Years That Couldn't Be Wasted

In 2016, NSE was ready to list. The DRHP was filed, bankers were appointed, and institutional interest was strong. Then everything stopped. A forensic audit had uncovered something uncomfortable: between 2010 and 2014, a select group of brokers had been connecting to a backup server inside NSE's data centre milliseconds before everyone else. In high-frequency trading, milliseconds translate directly into money. SEBI launched a formal investigation, and the listing was frozen mid-preparation.

What followed was a decade of regulatory proceedings — SEBI penalties, SAT appeals, CBI and ED inquiries, and a whistleblower saga involving former MD Chitra Ramkrishna. The Supreme Court got involved. Settlement talks ran for years. What investors watching from outside saw was a stalled IPO. What NSE was doing inside was growing at a pace most listed companies could only envy.

The Numbers Tell the Actual Story

Between FY16 and FY26, NSE transformed its scale completely. Here is the comparison that matters:

Revenue multiplied ninefold in ten years. Profit grew at approximately 28% compounded annually. The investor base grew from 2 crore to nearly 13 crore — meaning NSE is now collecting fees on every trade placed by 6x more investors than it was in 2016. The business that couldn't list in 2016 became dramatically more valuable because it couldn't list.

How NSE Makes Its Money — And Why That's Now a Risk

NSE earns whenever something trades on its exchange. Every equity share bought or sold, every options contract, every currency futures position — NSE takes a small percentage. This sounds like a steady, low-risk business. And for most of the last decade, it was. The problem is how concentrated that income has become.

By FY26, equity options alone account for roughly 60% of NSE's operating revenue. That is an extraordinary concentration in a single product segment. And that segment is now directly under SEBI's regulatory microscope.

The SEBI Problem — The Golden Goose Is Under Pressure

SEBI's own data revealed that 91% of retail participants in futures and options lost money in FY25 — collectively losing approximately ₹1.1 lakh crore. This made the regulator uncomfortable. Starting in 2024, SEBI began systematically tightening F&O rules:

• Weekly expiry events across exchanges were reduced from seven to two — NSE's Nifty on Tuesday and BSE's Sensex on Thursday
• Contract sizes were raised, reducing the number of retail traders who could participate
• Additional margin requirements were imposed near expiry
• More restrictions are expected as SEBI continues its review of derivatives market structure

FY26 was the first full year under these new rules. The results were immediate and visible: NSE's revenue from operations fell approximately 3% year-on-year. Adjusted PAT dropped from ₹10,978 crore in FY25 to ₹9,101 crore in FY26 — a 17% decline in a single year. NSE's market share in equity options fell from 97% in FY24 to 75% in FY26 as BSE took share in the newly competitive weekly expiry landscape.

NSE vs BSE — A Tale of Two Trajectories

Both exchanges have delivered nearly identical 10-year profit growth at the headline level — NSE at 30% CAGR and BSE at 28% CAGR. But the path to that number is completely different.

The 5-year comparison is the more honest one. BSE compounded at 73.8% in profits over five years — largely because SEBI's regulatory changes handed it a weekly expiry slot it had never held before. In FY26, as NSE's profit fell, BSE's profit rose 88%. BSE now trades at around 64x earnings because markets expect it to keep taking share from a low base. NSE is compounding from the top of a market it already dominates.

What Makes NSE Still a Quality Business

Despite the regulatory headwinds, NSE has structural characteristics that most businesses will never achieve:

• 51% net profit margin in FY26 — even in a year when profits fell 17%, NSE kept more than half of every rupee earned as profit
• 84% dividend payout ratio — returning ₹7,645 crore to shareholders from FY26 earnings alone
• ₹64,771 crore in treasury investments — a cash and investment pile larger than many listed companies' entire market caps
• Monopoly characteristics: NSE controls the Nifty brand — every passive fund, ETF, and index product globally benchmarked to Nifty generates licensing revenue regardless of trading volumes
• Duopoly position: SEBI regulations mean no new stock exchange can realistically challenge NSE's position in India

This is not a business in trouble. It is a business facing a cyclical headwind in one product segment while its core infrastructure — the exchange, the indices, the data business — remains indispensable to India's capital markets.

The IPO — India's Largest Ever at ₹30,000 Crore

NSE's IPO is sized at approximately ₹30,000 crore — making it the largest share sale in Indian corporate history, surpassing LIC's ₹21,000 crore listing in 2022. Key details:

• Structure: 100% OFS — the company itself raises no money. Existing shareholders sell their stakes.
• Who is selling: NSE's institutional shareholders including LIC, SBI, and other financial institutions who have held stakes since the 1990s
• SEBI settlement: NSE proposed a revised ₹1,491 crore settlement with SEBI — reportedly near resolution, which clears the final regulatory hurdle
• Ashish Chauhan factor: The return of one of NSE's founding team members as MD in 2022 restored institutional confidence and put the IPO back on track

NSE Unlisted Share Price — What the OTC Market Says

NSE unlisted shares currently trade at approximately ₹1,999 per share in the OTC market (as of July 2025), implying a market capitalisation of roughly ₹4.95 lakh crore. Against FY26 adjusted earnings of ₹9,101 crore, this implies a P/E of approximately 54 times.

Is 54x reasonable? Context:

• BSE trades at approximately 64x — but BSE is in an accelerating growth phase
• NSE is in a decelerating phase with FY26 profits down 17%
• Global exchange peers (CME, ICE, HKEX) trade at 20–35x — but India commands a premium for growth potential
• At 54x, the market is pricing in a recovery in options revenue — either through new products, volume recovery, or diversification

Our Verdict — Buy NSE Unlisted Shares at ₹2,090?

The bull case: India's capital markets are in the early stages of a multi-decade growth story. Investor registrations grew from 2 crore to 13 crore in 10 years — and could reach 30–40 crore in the next decade. Every new investor creates permanent transaction fee revenue for NSE. The Nifty licensing business, data revenues, and co-location charges are growing steadily and are less exposed to F&O regulations. Long-term investors buying at current prices are buying the world's best exchange business at a fair price.

The bear case: 60% of revenue depends on a segment SEBI is actively shrinking. FY26 already showed what one year of regulatory tightening can do — a 17% profit decline. If SEBI tightens further, the next 1–2 years could see additional earnings pressure. At 54x P/E on potentially declining earnings, the margin of safety is thin.

Our view for Ashvamedha Finance clients: NSE is not a trade — it is a 5–10 year investment in India's financial infrastructure. If you are buying at ₹2,090 today, do not expect an immediate pop on IPO listing. Expect the underlying business to grow into its valuation over 5 years. The risk is real, but so is the opportunity.

For investors who already hold NSE unlisted shares: hold. The IPO clarity coming in 2025–26 will be the catalyst. Do not panic-sell based on the regulatory noise.