IPO Reviews / NSE

National Stock Exchange of India Limited

NSE: reading a normalised margin, its reconciliation and members' money in cash flow.

When one year looks lower, show the adjusted items, the reconciliation and a certified KPI, so investors see the underlying margin.

Platform
NSE
Status
Listed on BSE 24 September 2026
no fresh issue; NSE received no money
Offer for sale

The business in brief

National Stock Exchange of India Limited (NSE) runs a vertically integrated (all stages under one group), multi-asset stock exchange. Trading, clearing (settling trades between buyers and sellers) and listing are offered on one platform, along with data feeds, data terminals and index licensing. Its products include the cash market, futures and options, a mutual fund platform, commodity and currency derivatives, debt and interest rate futures. Group companies include NSE IFSC in GIFT City, NSE Indices and NSE Data and Analytics. Transaction charges made up 78.65% of FY26 revenue from operations; the rest came from listing, data centre and connectivity, data feeds, index licensing, clearing and settlement, and income on investments.

In FY26 NSE reported revenue from operations of Rs 16,601 crore and profit after tax of Rs 10,302 crore, and it had no borrowings in any period shown. The company states that it does not have an identifiable promoter; its shares are held by a wide group of institutions and individuals.

The IPO was entirely an offer for sale (existing shareholders selling their shares) by a group of selling shareholders. NSE received no money from the offer. The stated objects were to carry out the offer for sale and to gain the benefits of listing on BSE. The offer was open from 17 to 21 September 2026, and the shares were listed on BSE on 24 September 2026. BSE was also the designated stock exchange (the exchange that oversees the allotment process).

Three years and a recent quarter in numbers

Rs crore unless statedFY24FY25FY26Apr-Jun 2026
Revenue from operations (Rs crore)14,78017,14116,6014,560
Operating EBITDA margin, as reported66.78%73.78%66.85%78.81%
Normalised operating EBITDA margin77.42%77.69%76.23%77.75%
Profit after tax (Rs crore)8,30612,18810,3023,120
Net cash from operating activities (Rs crore)29,7444,09123,8363,008
Operating cash flow to profit after tax (times)3.580.342.310.96
Settlement obligations and margin money from members (Rs crore)21,32715,88030,14726,012
Top ten trading members' share of revenue45.26%44.48%46.78%47.00%

Restated consolidated figures and key performance indicators as stated in the abridged prospectus accompanying the Red Herring Prospectus dated 10 September 2026 (lead manager and SEBI copies), converted from Rs million to Rs crore. Operating cash flow to profit after tax is our arithmetic. Normalised operating EBITDA adds back additional contribution to the Core Settlement Guarantee Fund, SEBI settlement fees and the impact of the new Labour Code, as defined in the document. Apr-Jun 2026 is a stub period of three months and is not annualised.

The deeper read

What most readers miss.

  1. 01

    A normalised margin explains the lower year

    Reported operating EBITDA margin was 66.78% in FY24, 73.78% in FY25 and 66.85% in FY26, while the normalised margin, which adds back additional contribution to the Core Settlement Guarantee Fund (a fund that guarantees settlement of trades), SEBI settlement fees and the impact of the new Labour Code, stayed at 77.42%, 77.69% and 76.23%. On our arithmetic, the add-backs work out to about Rs 1,573 crore, Rs 670 crore and Rs 1,558 crore (normalised minus reported operating EBITDA). In April to June 2026 the adjustment went the other way: the normalised margin of 77.75% was below the reported 78.81%.

    How an investor reads it. An investor trusts an adjusted number only as far as its definition and reconciliation go, and an adjustment that also lowers the margin in a good quarter shows the rule is applied both ways.

    In your company: if a one-time cost hits a year, show the reported margin, the adjusted margin and a line-by-line reconciliation with amounts, and apply the same rule in years when it reduces the number.

  2. 02

    Cash flow moves with members' money

    On our arithmetic, net cash from operating activities was 3.58 times profit after tax in FY24 (Rs 29,744 crore against Rs 8,306 crore), 0.34 times in FY25 (Rs 4,091 crore against Rs 12,188 crore) and 2.31 times in FY26 (Rs 23,836 crore against Rs 10,302 crore). Settlement obligations and margin money held for members fell by Rs 5,447 crore in FY25 and rose by Rs 14,267 crore in FY26, the same direction and a similar size as the gap between cash flow and profit (minus Rs 8,096 crore and plus Rs 13,534 crore); the abridged prospectus itself does not link the two.

    How an investor reads it. An investor separates cash the company earned from cash it holds for others before judging cash conversion, because otherwise a single year can look much better or worse than the business was.

    In your company: if you hold customer advances, security deposits or retention money, show operating cash flow with and without the change in those balances, so no one reads a good or bad year from money that is not yours.

  3. 03

    One revenue line explains the lower year

    Transaction charges were 78.65% of FY26 revenue from operations and fell 4.24% from FY25, while all other revenue lines together rose 1.12%; total revenue from operations fell 3.15%, from Rs 17,141 crore to Rs 16,601 crore (percentages on our arithmetic from the abridged prospectus).

    How an investor reads it. An investor splits revenue into lines that move with activity volumes and lines that recur as fees, because they respond differently to markets and regulation.

    In your company: split revenue into volume-linked lines and recurring lines (rent, annual maintenance contracts, fees) and show each line's change every year, so a lower year can be traced to its source.

  4. 04

    No proceeds, so listing is the object

    The objects were to carry out the offer for sale and to achieve the benefits of listing on BSE; the company receives no money from the offer. The same abridged prospectus shows nil borrowings in every period, treasury investments of Rs 64,771 crore at 31 March 2026 and Rs 68,198 crore at 30 June 2026, and net worth of Rs 34,984 crore at 30 June 2026.

    How an investor reads it. With no fresh money and no project to fund, an investor reads the offer through the business numbers, the governance disclosures and the balance sheet, which shows how the company is funded.

    In your company: if promoters or investors will sell some shares in the IPO, write down the reason for the sale in plain words and show from the balance sheet and cash flow that the company is funded without that money.

Use it in your company

Three things to do before your own filing.

  1. Get your KPIs certified and approvedThe material documents include a report on the KPIs by an independent chartered accountant and an Audit Committee resolution of 10 September 2026 approving them. Keep a KPI register with fixed definitions from the first year you track them, so the certificate at IPO time is a check, not a rebuild.
  2. Report the volumes that drive revenueThe document showed investors, listed entities, average daily turnover and IPO counts for each period next to revenue. In your company: pick two or three volume measures (orders, tonnes, active customers) that drive your revenue and report them for every period with fixed definitions.
  3. Put litigation amounts against net worthOutstanding litigation against the company and its subsidiaries adds up to Rs 3,257.89 crore, to the extent quantified, about 9.3% of net worth on our arithmetic at 30 June 2026. Keep a litigation tracker with amounts and forums, and know this ratio for your company before the due diligence starts.

How the document presented it

  • Volume measures behind the revenueInvestors, listed entities, average daily turnover and IPO counts were shown for each period, so the reader could see what drives the revenue.
  • A lower year shown the same wayFY26 revenue and profit, which were lower than FY25, were presented in the same table and format as every other period, with the latest quarter alongside.
  • Concentration given as percentagesThe share of revenue from the top ten trading members was stated for each year and each quarter shown.

The offer document emphasised NSE's integrated model, with trading, clearing, listing, data and indices in one group, and gave a wide set of operating measures such as unique registered investors, listed entities and average daily turnover in each market. It stated plainly that the company has no identifiable promoter and would receive no proceeds from the offer.

Sources: Abridged prospectus accompanying the Red Herring Prospectus dated 10 September 2026, as hosted by Morgan Stanley India (a book running lead manager) and as posted on the SEBI website (September 2026); the Red Herring Prospectus dated 10 September 2026, as hosted by Kotak Investment Banking (a book running lead manager; cover and contents read); the Prospectus dated 21 September 2026, as hosted by HDFC Bank (a book running lead manager); the offer documents and material documents list on the NSE investor relations website (including the KPI report and Audit Committee resolution dated 10 September 2026); NSE's Regulation 30 intimation of RHP filing dated 10 September 2026. Listing date of 24 September 2026 from listing-day press reports (Groww, Kotak Neo, 5paisa, 24 September 2026); BSE pages could not be opened directly. Press reports used only to locate documents and facts: PL India (18 June 2026) and Business Today (31 July 2026).

This review is general commentary for promoters on how a company's offer document presented its business. It is not a research report, not investment advice and not a recommendation to buy, sell or hold any security. Mansukhbhai Management Services Pvt. Ltd. is not registered with SEBI as a research analyst or investment adviser. Company names are used only to identify the issuer; no connection with, or endorsement by, the company is implied.

All IPO reviewsWhy do key numbers matter so much?

Begin a conversation

Wondering what an investor would miss, or find, in your company?

Ask it in a first conversation, in confidence.

Begin a conversation
Or call or write+91 88988 13695[email protected]