Since FY2001, the National Stock Exchange of India has been the country’s largest exchange by turnover in cash equities and equity derivatives, yet the company itself has never been listed. That changes with its ₹22,561.57 crore offering, which debuts on the BSE on 24 September 2026 and which sources describe as set to be the third-largest public issue in India’s history.

Headlines about a large listing tend to focus on demand, but a more useful reading treats it as a case study in how an exchange earns money, who is selling, and how much of the result depends on rules set by the regulator. The sections below take those questions one at a time using the figures reported so far.

What the Offer Actually Is

Existing holders such as the State Bank of India Group and Canada Pension Plan Investment Board are selling up to 12.64 crore shares, which makes the issue a 100% offer for sale. NSE receives no proceeds, so no fresh growth capital reaches its balance sheet and the transaction works purely as an exit route for early backers.

At a price band of ₹1,700 to ₹1,785 per share, the exchange is valued at about ₹4.42 lakh crore, which sources put at roughly $46 billion. Two sources said that this sits 15% to 20% below the valuation sought in pre-deal roadshows. Several sellers, including State Bank of India and Bank of Baroda, also reduced the shares they offered, which brought the sale down from 14.9 crore shares to 12.64 crore.

Institutions drove the demand, with the qualified institutional portion subscribed about 12.7 times, non-institutional investors about 6.5 times and the issue as a whole roughly 5.7 times, while the retail portion, which holds 35% of the net offer, drew a more modest 1.4 times. The same sources said Abu Dhabi Investment Authority, GIC and Norges Bank Investment Management committed at the lower price.

Why the Exchange Is Hard to Replace

An exchange gets stronger as more people use it, because buyers and sellers prefer to trade where most orders already sit, and deeper liquidity makes trades easier to execute, which attracts still more participants. NSE sits at the centre of that loop, and its FY2026 position shows how far the loop has run:

• Cash equities: a 92.99% market share
• Equity futures: a 99.79% share
• Equity options by premium turnover: a 74.71% share, down from 96.86% in FY2024

As of 30 June 2026, the exchange had 132.37 million unique registered investors, 1,328 trading members and 3,005 listed entities. In FY2026 it was also the largest multi-asset exchange in the world by number of trades in cash equities and equity derivatives contracts, with global shares of 11.38% and 51.18% respectively. Its index business adds another anchor, since 76.89% of index funds and ETFs in India track Nifty indices.

Where the Revenue Comes From

Three things shape NSE’s earnings, starting with the recent trend.

Revenue and Profit Trends

Revenue from operations climbed from ₹14,780.01 crore in FY2024 to ₹17,140.68 crore a year later, then slipped 3.1% to ₹16,601.31 crore in FY2026. Profit rose from ₹8,305.74 crore to ₹12,187.69 crore and then fell 15.5% to ₹10,302.06 crore, although gains from selling stakes in associates flattered the FY2025 figure. The operating EBITDA margin eased from 73.78% to 66.85%, which remains very high.

Quarterly results point to a recovery, with first quarter FY2027 revenue of ₹4,560.41 crore, up 13.1% year on year, and profit of about ₹3,120 crore.

Reliance on Transaction Charges

The structural point sits beneath the headline numbers: transaction charges brought in ₹13,057.01 crore, or 78.65% of revenue, and options alone contributed ₹9,997.57 crore, more than six times the ₹1,555 crore earned from cash market trading.

The Fixed-Cost Effect

This matters because a platform with mostly fixed technology costs earns high margins when volumes rise, and gives those margins back when they fall. A simple example is a quiet quarter in options trading, where revenue can decline while the cost of running the exchange stays largely unchanged.

Regulation as the Swing Factor

Regulation affects NSE through volumes and through its search for new income.

Tighter Rules, Slower Growth

SEBI has tightened equity derivatives rules to curb speculative trading, through fewer expiry days, larger contract sizes and higher upfront requirements, while higher securities transaction tax has added to the cost of trading.

A research report ties the FY2026 decline to a fall in equity options notional average daily turnover from ₹312.84 trillion to ₹258.28 trillion, and sources report that options volumes are 27% below their 2024 peak.

A forecast cited by sources expects growth in Indian equity derivatives volumes to slow to about 5% in FY2027, and NSE’s options premium market share slipped to 68.48% in the first quarter of FY2027. This is why a growing market does not automatically mean growing revenue for NSE, even though cash market turnover is projected to rise from ₹280.26 trillion in FY2026 to between ₹473 trillion and ₹507 trillion by FY2030.

Widening the Product Set

NSE has also been widening its product set, having launched electricity futures, electronic gold receipts and natural gas futures over the past 15 months and incorporated a national coal exchange. An NSE executive argues that this diversification will, over time, pull attention away from index options.

How the Valuation Compares

At ₹1,785 the offer values NSE at about 43 times FY2026 earnings, and sources put the forward multiple at 35 to 38 times FY2028 earnings, against 23 to 31 times for global operators such as Nasdaq, CME Group, Deutsche Börse, HKEX and LSEG.

Against BSE the picture is more balanced. BSE trades at roughly 47 to 54 times earnings depending on the source, and on price-to-sales the two sit close together at 26.61 times for NSE and 27.34 times for BSE. Size favours NSE, whose FY2026 revenue was about 3.4 times and profit about 4.1 times BSE’s, yet BSE reports the higher return on equity, 45% against 32.98%. SEBI does not let an exchange list on its own platform, so NSE shares trade on the BSE, which earns listing fees and trading activity from its biggest rival.

What a Listed NSE Changes

A listed NSE will answer to public shareholders, which brings the disclosure, minority governance and scrutiny that come with a quoted company. That scrutiny arrives after a long road, since the exchange first filed a draft prospectus in 2016 and had to settle co-location and dark fibre cases with SEBI for ₹1,491.21 crore before the offer could proceed.

The practical lesson for investors is to look past the size of the franchise and track a few measures each quarter: how much of revenue still comes from transaction charges, whether options market share stabilises, and whether newer energy and commodity products start to carry a larger share of income. Those readings will say more about the business than the day-one price movement can, because they show whether a dominant marketplace is also becoming a more balanced one.

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