Introduction:
National Securities Depository Limited (NSDL) is a SEBI-registered Market Infrastructure Institution (MII) and a pioneer in India’s securities market infrastructure. Incorporated on April 27, 2012, and having commenced operations on May 16, 2012, NSDL plays a central role in facilitating dematerialisation and post-trade settlement services in the Indian capital markets.
NSDL has consistently maintained its position as India’s first and one of the largest depositories in terms of the number of active demat accounts and the value of assets held in dematerialised form. As of 31 March 2025 NSDL has over 3.9 crore active demat accounts, and, it crossed assets of over ₹500,000 billion under our custody in September 2024. Depository Participants’ service centres 65,391 as of 31 March 2025.
The company operates a robust infrastructure comprising its two wholly-owned subsidiaries: NSDL Database Management Limited (NDML) and NSDL Payments Bank Limited (NPBL), which support additional services like KYC, e-Governance, and digital payments. With a focus on innovation, compliance, and investor protection, NSDL has introduced several market-first initiatives such as e-Voting, e-Sign, and the National Academic Depository (NAD).
Unlike many other financial institutions in India, NSDL does not have an identifiable promoter and is a professionally managed entity. The company’s key shareholders include marquee institutions such as IDBI Bank, National Stock Exchange (NSE), State Bank of India (SBI), HDFC Bank, Union Bank of India, and the Administrator of the Specified Undertaking of the Unit Trust of India (SUUTI), each of whom are divesting part of their stake through this IPO via an offer for sale.
Over the years, NSDL has not only played a critical role in enhancing transparency and efficiency in the Indian securities market but has also contributed to financial inclusion and investor awareness. As capital markets continue to expand and digitisation deepens, NSDL remains well-positioned to benefit from increased financialisation of savings and greater participation in equities and debt markets.
IPO Details:
</table class="itstocks">Objects of Issue:The IPO of NSDL is entirely an offer for sale (OFS) of up to 5,01,45,001 equity shares by existing shareholders. Accordingly, the company will not receive any proceeds from the issue.The purpose of the OFS is to enable the existing shareholders, which include marquee institutions like IDBI Bank, NSE, SUUTI, SBI, HDFC Bank, and Union Bank of India, to partially divest their holdings and enhance public shareholding in compliance with SEBI’s minimum public float requirements applicable to market infrastructure institutions (MIIs).Key Strengths:
- Pioneer in Dematerialisation and Post-Trade Infrastructure:
NSDL was the first depository to begin operations in India and played a pivotal role in replacing paper-based settlement systems with electronic formats, thereby improving transparency, efficiency, and investor confidence in Indian capital markets. - Leading Market Position with Scalable Operations:
NSDL boasts a significantly larger network of depository participants' service centres, with 65,391 centres as of 31 March 2025, compared to its competitor CDSL's 18,918 centres. This scale provides operational leverage, brand trust, and systemic relevance. As of March 31, 2025, it stands as the largest depository in India based on the number of issuers (79,773), number of active instruments, market share in demat value of settlement volume, and value of assets held under custody. It also has over 3.9 crore active demat accounts, and, crossed milestone of assets of over ₹500,000 billion under our custody in September 2024. - Diverse Revenue Streams through Subsidiaries:
NSDL’s business is complemented by its subsidiaries — NSDL Database Management Ltd (NDML) and NSDL Payments Bank — which provide services such as KYC, e-Governance, and digital payment systems. These subsidiaries enhance recurring revenue generation beyond core depository services. - Technological Leadership and Innovation:
NSDL has a track record of deploying secure, scalable, and compliant digital solutions, including services like e-Sign, e-Voting, National Academic Depository (NAD), and more, helping it stay relevant amid rapid digitisation of financial services.
Risks:
- High Regulatory Oversight:
Being classified as a Market Infrastructure Institution (MII), NSDL is subject to enhanced compliance obligations. Any adverse regulatory action or tightening norms can impact operations or margins. - Revenue Dependency on Capital Market Cycles:
NSDL’s revenues are sensitive to capital market activity (IPO pipeline, equity trading volumes, demat account additions). Any prolonged downturn in markets can materially impact growth. - Limited Scope for Aggressive Expansion:
NSDL’s core business of securities depository is highly regulated and mature. Unlike fintechs or NBFCs, it may have limited room for aggressive product diversification or lending.
Financial Snapshot: </table class="itstocks">Conclusion:National Securities Depository Limited (NSDL), India’s first and one of the largest depositories, stands at the heart of the Indian capital market infrastructure. It has over ₹5 lakh crore worth of AUC and a base of more than 3.9 crore active demat accounts, NSDL is a systemically important institution with deep market penetration and a trusted legacy of operational excellence.The company offers a stable, annuity-like revenue model supported by regulatory mandates and increasing retail participation in capital markets. Its diversified service portfolio, including e-governance, e-voting, e-KYC, and academic depositories via subsidiaries, enhances visibility across multiple regulated ecosystems. NSDL has delivered consistent revenue and profit growth, with FY25 PAT rising 24.6% YoY to ₹343 crore and RoE improving to 17.1%, demonstrating robust financial health.While the IPO is entirely an offer for sale (OFS) and may limit short-term upside, the company’s clean balance sheet, strong corporate governance, and mission-critical role in India’s capital markets make it a compelling long-term structural play. Moreover, as a professionally managed MII with marquee institutional shareholders such as SBI, HDFC Bank, IDBI Bank, and NSE, NSDL offers governance transparency and minimal promoter-related risks.Compared to listed peers like CDSL and CAMS, NSDL trades at relatively reasonable implied valuations considering its scale, earnings visibility, and strategic positioning in India’s financial infrastructure. As the Indian economy continues its formalisation and financialisation journey, NSDL is well poised to benefit from growing retail participation and digitisation-led tailwinds.Considering the company’s growth potential and low valuations, we suggest our investors subscribe to this IPO for the long term.
IPO Date | 30th July-2025 to 1st Aug-2025 | ||
Face Value | ₹ 2/- per share | ||
Price Band | ₹ 760 to ₹ 800 per share | ||
Lot Size | 18 shares and in multiples thereof | ||
Issue Size | ₹ 4,011.60 crores | ||
Employee Discount | ₹ 76.00 | ||
OFS | ₹ 4,011.60 crores | ||
Expected Post Issue Market Cap (At upper price band) | ₹ 16,000 crores | ||
Particulars | FY25 | FY24 | FY23 |
Total Income (₹ Cr) | 1,535.18 | 1,365.70 | 1,099.81 |
EBITDA (₹ Cr) | 492.94 | 381.13 | 328.6 |
EBITDA Margin (%) | 32.11% | 27.91% | 29.88% |
Net Profit (PAT) (₹ Cr) | 343.12 | 275.44 | 234.8 |
PAT Margin (%) | 22.35% | 20.17% | 21.35% |
EPS (₹) | 17.16 | 13.77 | 11.74 |
Return on Equity (RoE) (%) | 17.11% | 16.36% | 16.43% |
Net Worth (₹ Cr) | 2,005.34 | 1,684.10 | 1,428.86 |
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