NSE IPO highlights growing risks amid lofty valuation and regulatory pressures

India’s second-largest stock exchange is offering its shares to investors amid a complex landscape of regulatory challenges, fierce competition, and a high valuation that prompts questions about its future growth prospects.

The National Stock Exchange’s long-awaited initial public offering has arrived with plenty of scale but less obvious room for error. The issue, India’s second-largest ever, is open for subscription through September 21 and is priced in a range of ₹1,700 to ₹1,785 a share. At the top end, the exchange would be valued at roughly ₹4.4 lakh crore, putting it among the country’s most valuable listed companies. According to coverage by The Hindu BusinessLine, the stock is being offered at about 43 times estimated FY26 earnings, a rich multiple even by the standards of market infrastructure businesses.

The deal is entirely an offer for sale, so NSE itself will not raise fresh capital. Existing shareholders are trimming holdings instead, with about 12.64 crore shares on offer and a total issue size of roughly ₹21,494 crore to ₹22,567 crore, depending on the final price. Market reports from Kotak Neo and Mint said the issue opened on September 17, with anchor investor allocations taking place the day before and the lot size fixed at eight shares. By the close on September 18, the offering was subscribed 115 per cent, suggesting brisk early interest despite the premium pricing.

NSE sits at the centre of India’s equity market and still dominates cash trading by value. The exchange is also a major player in derivatives, but that strength is part of the reason some analysts are cautious. The Hindu BusinessLine said about 60 per cent of operating revenue in FY26 came from options transaction charges, leaving the business heavily exposed to a segment that regulators have increasingly sought to restrain. In recent years, SEBI has introduced higher lot sizes, restricted weekly expiries and required upfront premium collection, while the government raised securities transaction tax on futures and options in the 2026 Budget.

That regulatory backdrop matters because NSE’s recent numbers already show strain. According to The Hindu BusinessLine, operating revenue fell 3 per cent in FY26, while average daily turnover dropped in both equity futures and equity options after tighter rules took hold. The exchange also made a ₹1,432 crore provision for SEBI settlement cases related to colocation and dark fibre, which weighed on reported earnings. Excluding that charge, normalised EBITDA still declined, underscoring how dependent the business remains on a trading pattern that may not stay as lucrative as it once was.

Competition is another pressure point. BSE has been taking share in equity options, helped by lower pricing. The Hindu BusinessLine noted that NSE’s share of premium turnover in equity options fell to 68.48 per cent in the June 2026 quarter, down from 96.86 per cent in FY24. BSE charges less on most contracts, which has helped it win business, even if NSE remains far larger overall. At the same time, NSE’s revenue per investor has fallen, even though it remains well above BSE’s, showing how a larger client base has not fully offset the decline in transaction intensity.

Against that backdrop, the question for investors is not whether NSE is a dominant franchise, but whether the valuation leaves enough cushion. The Hindu BusinessLine compared the IPO with global exchange groups such as Nasdaq, Intercontinental Exchange and Cboe Global Markets, saying they trade on lower earnings multiples despite more diversified revenue streams and stronger recent growth. That leaves prospective buyers weighing a business with powerful market share, but also regulatory risk, narrowing margins in options and a valuation that already assumes a great deal of future success.

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