National Securities Depository IPO

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About NSDL IPO

The IPO of National Securities Depository Ltd (NSDL) comprises exclusively an offer for sale. There is no fresh issue in this 100% book-built offer. The offer for sale will comprise up to 50,145,001 equity shares of face value of ₹2 each. The price band is ₹760 to ₹800 and the lot size is 18. NSDL is a SEBI registered market infrastructure institution (“MII”) offering a wide range of products and services to the financial and securities markets in India.

The NSDL IPO opens on July 30, 2025 and closes on August 1, 2025. The listing date is on or before August 6, 2025 and the allotment date is on or before August 4, 2025. The credit of shares to the Demat account will take place on or before August 5, 2025, while the initiation of refund will take place on or before August 5, 2025.

Following the introduction of the Depositories Act in 1996, NSDL pioneered the dematerialisation of securities in India in November 1996. As of March 31, 2025, it’s the largest depository in India in terms of number of issuers, number of active instruments, market share in demat value of settlement volume and value of assets held under custody.

Objectives of NSDL IPO

As it’s an offer for sale, the company will not receive any proceeds from the offer. All such proceeds will go to the selling shareholders, in proportion to the offered shares sold by the respective selling shareholder as part of the offer.

Industry Outlook

The Demat Accounts in India have grown at 21.94% CAGR from FY 2014 till FY 2025. The above data points suggest the increasing awareness and willingness of the people to participate in capital markets for either trading or with long-term outlook. As of March 31, 2025, the total demat accounts stood at 192.4 million accounts.

Recently, there has been an emergence of a new kind of depository participants known as new age fin-tech brokers or discount brokers, who have revolutionized the Indian capital markets with a low-cost digital business model.

Leveraging their low operational costs, these new age fin-tech brokers have been able to transfer this benefit to their clients by significantly bringing down the cost of investing. This is achieved by charging minimal brokerage fees and introducing demat accounts with almost zero brokerage fees. As of March 31, 2025, these new age fintech brokers had a market share of approximately 70% as compared to 5% in Financial Year 2016.

The depository market in India grew at a rapid pace in the past 3 years. Total client accounts grew at ~27.4% CAGR between FY 2017 to FY 2025 and is expected to grow at 11-12% CAGR between FY 2025 to FY 2027.

Standalone income of depositories in India is around ₹17.16 Bn in FY 2025 and grew at CAGR ~22.4% between FY 2018 to FY 2025 and is expected to grow at CAGR of 11% to 12% from FY 2025 to FY 2027 to reach ₹21 Bn to ₹22 Bn by FY 2027 assuming there will not be any regulatory impact on pricing of products and services.

NSDL Company Information

NSDL is a SEBI registered market infrastructure institution (“MII”) offering a wide range of products and services to the financial and securities markets in India. Following the introduction of the Depositories Act in 1996, it pioneered the dematerialisation of securities in India in November 1996.

As of March 31, 2025, NSDL is the largest depository in India in terms of number of issuers, number of active instruments, market share in demat value of settlement volume and value of assets held under custody. Further, as of March 31, 2025, it had a network of 65,391 depository participants’ service centres as compared to 18,918 such centres with CDSL.

Strengths of NSDL (National Securities Depository Limited)

• India’s first and leading depository operating a wide range of technology-driven businesses
  
• Strong focus on technology-led product innovation
  
• Robust IT infrastructure, risk management frameworks and cyber-security measures focused on ensuring the safety and integrity of the depository system
  
• Stable revenue base with a significant proportion of recurring revenue
  
• Diversified asset classes held in Demat Accounts and well-diversified business verticals
  
• Experienced senior management team
  

Risks of NSDL (National Securities Depository Limited)

• Shift in investor references may adversely impact demand for its services
  
• Failure to expand service offerings and market reach through innovation and technology may adversely impact business
  
• Dependence on securities market trading volumes may adversely impact business and financial performance
  
• Dependence on complex IT systems exposes it to operational disruptions, security breaches and regulatory penalties
  
• Non-compliance with regulatory obligations may lead to legal and regulatory actions
  
• Failure to compete effectively in a highly regulated and competitive industry may adversely impact its business and financial performance
  
• Dependence on depository participant network may adversely impact growth and financial performance
  
• Non-compliance by its subsidiary with regulatory requirements may adversely affect its reputation, business and financial performance
  

Anchor Investor Bidding Date

Anchor portion of the IPO opens for bidding on July 29, 2025.

IPO Registrar and Book Running Lead Managers

MUFG Intime India Private Ltd is the registrar of the NSDL IPO. The book running lead managers of this IPO are:

• ICICI Securities Limited
  
• Axis Capital Limited
  
• HSBC Securities and Capital Markets (India) Private Limited
  
• IDBI Capital Markets & Securities Limited
  
• Motilal Oswal Investment Advisors Limited
  
• SBI Capital Markets Limited
  

NSDL (National Securities Depository Limited) Business Model

NSDL’s core depository services provide it with a steady source of recurring revenue, primarily through annual custody fees that it charges issuers of securities. Along with this, it also charges an annual maintenance fee from depository participants in relation to corporate accounts serviced through its depository platform. It also charges transaction fees to depository participants and issuers of securities for transactions effected through its depository systems.

NSDL Company Growth Trajectory

The revenue from operations of NSDL grew from ₹1021.988 crores in FY23 to ₹1420.146 crores in FY25, while consolidated PAT increased from ₹234.810 crores in FY23 to ₹343.124 crores in FY25. Consolidated operating margin rose from 22.89% in FY23 to 23.95% in FY25 and the number of Demat accounts increased from 3.146 crores in FY23 to 3.945 crores in FY25.

Strong focus on technology-led product innovation coupled with Robust IT infrastructure and risk management frameworks has helped the company grow over the years.

NSDL Market Position

As of March 31, 2025, NSDL is the largest depository in India in terms of number of issuers, number of active instruments, market share in demat value of settlement volume and value of assets held under custody.

As on March 31, 2025, it had over 39.45 million active demat accounts held with 294 depository participants registered with it, and its account holders were located in more than 99.34% of pin codes in India and 194 countries across the world.

During the Financial Year 2025, it witnessed a net increase of 33,758 issuers to 79,773 issuers registered with it as compared to 46,015 issuers as at March 31, 2024.

How to Apply for NSDL IPO?

• Step 1: Log in to your Kotak Neo Demat account - Log in to your Demat account to access IPO investments. Next, select the current IPO section.
• Step 2: Specify IPO details - Enter the number of lots and the price you wish to apply for.
• Step 3: Enter UPI ID - After entering your UPI ID, click submit. This will place your bid with the exchange.
• Step 4: Mandate Notification - Your UPI app will receive a mandate notification to block funds.
• Step 5: Approve Request - Your funds will be blocked once you approve the mandate request on your UPI.