IPO DETAILS:
- IPO Opening: July 30, 2025.
- Closing: August 1, 2025.
- IPO Size: The issue is a book-building of ₹4,011.60 crores.
- Fresh & OFS: The issue is entirely an offer for sale (OFS) of 5.01 crore shares. No funds from this issue will go to the company.
- IPO Price: The price band is set at ₹760 to ₹800 per share.
- Lot: The lot size for an application is 18 shares. The minimum investment for a retail investor is ₹13,680 (18 shares) or ₹14,400.
- % Allocation Investors:
- QIB: 2,50,29,999 shares (49.92%).
- NII: 75,09,001 shares (14.97%).
- Retail (RII): 1,75,21,001 shares (34.94%).
- Employee: 85,000 shares (0.17%), offered at a discount of ₹76.00 to the issue price.
- Anchor Investors: ₹1,201.44 crore was raised from anchor investors, who were offered 1,50,17,999 shares (29.95%). The anchor bid date was July 29, 2025.
- Lead Managers: ICICI Securities Limited, Axis Capital Limited, HSBC Securities & Capital Markets Pvt Ltd, IDBI Capital Market Services Limited, Motilal Oswal Investment Advisors Limited, and SBI Capital Markets Limited.
- Registrar: MUFG Intime India Private Limited (Link Intime)
ABOUT THE COMPANY:
- History: National Securities Depository Limited (NSDL) was incorporated in 2012 and reorganized on April 27, 2012, initially as NSDL Depository Limited. It pioneered the dematerialization of securities in India in November 1996. Its name changed to National Securities Depository Limited on January 3, 2013.
- Main Products/Services: Acts as a securities depository, maintaining electronic records of allotment and ownership transfer of securities.
- Provides depository services including dematerialization, trade settlement, off-market transfers, pledging, and corporate actions.
- Offers additional services such as e-voting, consolidated account statements, and non-disposal undertakings.
- Through subsidiaries NDML (NSDL Database Management Ltd) and NPBL (NSDL Payments Bank Ltd), NSDL offers IT-enabled solutions, e-governance, payment solutions, KYC solutions, insurance repository services, and digital banking services.
- Sales & Manufacturing Units: NSDL operates a network of 65,391 depository participants (DP) service centers across India as of March 31, 2025. Its subsidiary NPBL had 4,382 customer service points across India as of March 31, 2025.
- Employees: Not explicitly detailed in the sources.
- Promoters: NSDL is a professionally managed company and does not have an identifiable promoter in terms of SEBI ICDR Regulations and the Companies Act, 2013. Existing shareholders like IDBI Bank (26.10%) and National Stock Exchange of India Ltd (24.00%) are selling shares to comply with SEBI regulations limiting single entity stake in Market Infrastructure Institutions (MIIs) to 15%.
- Branches/Network: Account holders are located in over 99.34% of pin codes in India and 194 countries globally.
FINANCIALS:
National Securities Depository Ltd. Financial Information (Restated Consolidated) (Amount in ₹ Crore)
| Period Ended | 31 Mar 2025 | 31 Mar 2024 | 31 Mar 2023 |
|---|---|---|---|
| REVENUE (Rs. Cr) | 1,535.19 | 1,365.71 | 1,099.81 |
| EBITDA (Rs. Cr) | 492.94 | 381.13 | 328.60 |
| EBITDA MARGIN (%) | 23.95% | 20.57% | 22.89% |
| NET PROFIT (Rs. Cr) | 343.12 | 275.45 | 234.81 |
| NET PROFIT MARGIN (%) | 22.35% | 20.17% | 21.35% |
Post IPO Market cap: ₹16,000.00 Cr. P/E FY24: 58.10 times. P/E FY25 (annualized): 46.62 times.
Observation on results: The company posted steady growth in its top and bottom lines. Its revenue increased by 12% and profit after tax (PAT) rose by 25% between FY2024 and FY2025. The company paid dividends of 50% for FY2023 and FY2024.
NSDL IPO Anchor Investor Details:
National Securities Depository Ltd. (NSDL) raised ₹1,201.44 crore from 61 anchor investors. Top 10 anchor investors: Life Insurance Corp. (11.99%), SmallCap World Fund Inc. (8.33%), Fidelity Funds-India Focus Fund (5.41%), Ashoka WhiteOak India Opportunities Fund (4.50%), SBI Banking & Financial Services Fund (4.05%), Nippon Life India Trustee (3.66%), ICICI Prudential ELSS Tax Saver Fund (3.58%), HDFC Value Fund (3.58%), SBI Life Insurance Company (3.33%), HDFC Life Insurance Company (3.33%). Remaining anchor investors include Abu Dhabi Investment Authority, Government Pension Fund Global, Allianz Global, Manulife Global Fund, Tocu Europe, Amundi Funds, Eastspring Investments, and others. Total allocation to 12 domestic mutual funds through 22 schemes: 35.27%.
SALIENT POINTS:
- Use of Funds: The offer is an Offer For Sale (OFS) by existing shareholders, and no funds will go to the company. The objectives are to carry out the sale and transfer of shares by selling shareholders and to achieve the benefits of listing on BSE. The OFS is primarily for listing gain and to provide an exit for some stakeholders.
- Business Scenario: India’s capital market is a dynamic and high-growth market globally. Demat account penetration in India is at 13.4% as of FY2025, indicating substantial headroom for expansion. NSDL is well-positioned to benefit from India’s rising capital market participation and the financialization of household savings. India’s macroeconomic outlook is positive, with projected real GDP growth of 6.3% to 6.5% annually from 2025 to 2028.
- Business Operations: NSDL, as a securities depository, provides a robust framework for financial and securities markets in India. It played a pivotal role in the implementation of rolling settlements and T+0 settlement cycles in India. NSDL also implements UPI block mechanisms and direct payout facilities to improve efficiency and reduce risk. As of March 31, 2025, NSDL had 39.45 million active demat accounts and 79,773 registered issuers.
- Revenue Model: Not explicitly stated as a defined model but revenue streams include annual fees, custody fees, registration fees, transaction fees, software license fees, communication fees, and income from banking services through NPBL.
- Business Strategy: NSDL is expanding its offerings with more value-added services. It is diversifying into adjacent domains through its subsidiaries, such as payments banking (NPBL), e-governance, and KYC (NDML), and insurance repositories. Initiatives include the NSDL Jiffy platform, Cash Management Services, and expansion into regtech and blockchain-backed infrastructure.
- Litigations: NSDL has faced show cause notices and deficiencies from SEBI concerning various compliance issues, including delayed intimations, incomplete disclosures, and deficiencies in supervision.
- Revenue Split by Product or Service (FY2025):
- Depository services: 43.56% (₹6,186.28 million).
- Banking services: 50.69% (₹7,199.34 million).
- Database management: 5.75% (₹816.08 million). CAGR Profits/Margins Last 3 Years:
- Total profit after tax (standalone) of NSDL grew at 20.4% CAGR between FY2018 and FY2025.
- The company has posted an average EPS of ₹15.13 and an average RoNW of 16.75% for the last three fiscals.
- Consolidated PAT Margin: 22.35% (FY25), 20.17% (FY24), 21.35% (FY23).
- Consolidated ROE: 17.11% (FY25), 16.36% (FY24), 16.43% (FY23).
PEERS: Comparison with listed industry peers based on consolidated financials for the year ended March 31, 2025:
| Name of Company | Total Income (₹ Cr) | PAT (₹ Cr) | EPS Basic (₹) | P/E Ratio | RoNW (%) |
|---|---|---|---|---|---|
| NSDL Ltd | 1,535.19 | 343.12 | 17.16 | 46.62 | 17.11% |
| Central Depository Services (India) Ltd | 1,199.28 | 526.33 | 25.20 | 68.04 | 29.90% |
OPINION: I will apply for the NSDL
Post IPO equity capital: ₹400.00 crore. P/E for FY24: 58.10 times. P/E FY25 (annualized): 46.62 times.
Investment rationale:
- NSDL is a pioneer in depository services in India and pioneer for the demat process.
- The company is expanding its operations with more value-added services and options.
- NSDL offers high-quality revenue visibility and has good regulatory tailwinds.
- Its IPO pricing adequately factors in its relatively weaker financial position compared to CDSL.
- NSDL’s IPO benefits from strong triggers like rising demat accounts (192.4 million in FY25) and a structural moat as India’s largest depository with 86.8% demat value share,
- Gmp Rs. 140
- This post is exploratory and educational purposes only.
- Standard disclaimer: I am not a SEBI registered analyst and above analysis is for educational purpose only. Iam a postgraduate in engineering & Management . I have in the past cleared some exams like NISM-Series-V-A: Mutual Fund Distributors Certification, NISM-Series-X-A: Investment Adviser (Level 1) Certification and NISM-Series-X-B: Investment Adviser (Level 2) Examination. This post is my view on the subject matter and is only academic and exploratory in nature. It is not meant to influence investment decisions of investors. I may have bias/vested interest in covered Stock/Mutual Funds/NCD etc. due to my own investment or leaning. Further my understanding of the areas on which I write may be imperfect or incomplete and data could be wrong due to limited time and resources at my disposal. Do check the data from company’s RHP and exchanges before making any decision. Please do your own due diligence as stock market/MF investments have high degree of inherent risk.