1. Why is everyone suddenly talking about “NSE unlisted” ?

India’s private-equity and pre-IPO space has long featured marquee names like HDB Financial, Reliance Retail, and Chennai Super Kings. But over the last few years, the National Stock Exchange of India Ltd. (NSE) has eclipsed them all becoming the country’s most widely held unlisted company, with more than 100,000 shareholders and secondary market trades that have outperformed most listed large-caps.

Two key factors are driving this attention:

• Explosive financial growth: Between FY19 and FY24, NSE’s revenue surged from ₹3,028 crore to ₹16,434 crore. Net profit grew from ₹1,708 crore to ₹8,306 crore over the same period, showing an incredible 5x and 4x growth respectively.

• Impending IPO: Regulatory approvals are progressing, and recent private market deals have valued NSE at nearly ₹5 lakh crore ($58 billion), a re-rating of over 60% since 2023.

In this report, we explore the investment opportunity in NSE’s unlisted shares, with an in-depth look at its fundamentals, price history, valuation, risks, regulatory landscape, and the expected road to IPO.

2. What are Unlisted Shares?

Unlisted (or pre-IPO) shares are equity instruments issued by a company not listed on a recognised stock exchange. In India, they are typically bought and sold through off-market transfers, involving:

• Private platforms or brokers

• Registered AIFs and PMS portfolios

• Bilateral trades recorded on NSDL/CDSL via Delivery Instruction Slips (DIS)

Settlement can take anywhere from T+2 to T+45 days, depending on verification and counterparty readiness. Legally, such trades are governed by the Companies Act, 2013, and SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018.

3. A Brief Corporate History of NSE

• Incorporated: 1992

• Headquarters: Mumbai

• Core Businesses: Equities and derivatives trading, co-location and data services, SME platform (NSE Emerge), clearing and settlement

• Key Shareholders: LIC (10.7%), SBI Group (12%), Temasek, PremjiInvest, Morgan Stanley, and thousands of HNIs and retail investors

NSE is India’s largest exchange and among the top 10 globally by equity derivatives volume. Its index division powers products licensed to global ETFs and funds.

Price Discovery in the Grey Market

Since 2021, NSE’s share price in the unlisted space has experienced a meteoric rise:

Source : Unlisted Zone

On a like-for-like basis, NSE has delivered a >140% return in less than four years far outperforming Nifty-50.

4. Financial Overview of NSE

FY19–FY24 Performance

• Revenue CAGR: 32%

• Net Profit CAGR: 34%

• EBITDA Margin: 73%

The exchange benefits from dominant market share in equity derivatives (over 73% of revenue), strong operating leverage, and growing income from data services and co-location fees. For the quarter ending March 2025, NSE reported a net profit of ₹2,650 crore, a 7% YoY growth, showing sustained momentum despite regulatory payouts.

Source : Unlisted Zone

Balance Sheet

Source : Unlisted Zone

Operating cash flow in FY24 stood at ₹29,744 crore. NSE is debt-free and maintains a strong cash position, giving it a wide buffer for capex and contingencies. BSE Ltd, the only listed peer, trades at 27x FY26E earnings. NSE’s larger market share and higher profitability justify a premium, aligning its valuation closer to ₹5 lakh crore.

Key Risks

NSE stands out due to its low capex model, annuity cash flow, and high ROE.

5. IPO Process & Expected Timeline

The IPO will follow SEBI’s process:

1. Internal Committee Review: Currently underway

2. Filing of DRHP and response to SEBI observations

3. Anchor investor round and roadshows

4. Book-building and listing

Assuming smooth regulatory clearance, market participants expect NSE’s IPO in FY26–FY27. Retail and HNI shareholders will face a 6-month lock-in post-listing.

Buying NSE Unlisted Shares Today

• Platforms: Stockify, UnlistedZone, UnlistedKart, PMS-linked AIFs

• Minimum Investment: ₹25,000–₹2 lakh (varies)

• Settlement Time: 3–21 days typically

• Holding Format: NSDL/CDSL demat with label "UNLISTED"

• Bid-Ask Spread: 3%–7% in normal markets; higher in illiquid weeks

Investors should perform due diligence, verify ISINs, and ensure SEBI-registered intermediaries are used.

6. Taxation Rules Post-2024

Post-Budget 2024, the flat 12.5% long-term capital gains tax (without indexation) makes unlisted shares more attractive. Tax planning should account for this change when calculating post-IPO exits.

7. Final Verdict

NSE’s unlisted shares offer a compelling mix of:

• Strong growth

• Consistent profitability

• Likely IPO listing within 12–24 months

• Improved tax efficiency

At the current price of ₹1,775 (ex-bonus), it trades at 23x FY25E earnings slightly lower than BSE despite superior metrics. For investors with patience, a long-term horizon, and capacity to handle illiquidity, NSE could be one of the most rewarding unlisted opportunities in India today.

Sources

1. NSE official website and investor presentations

2. SEBI circulars and press releases (2018–2025)

3. Business Standard, Economic Times, Mint (April–May 2025 issues)

4. UnlistedZone and Stockify price trackers

5. Budget 2024 – Income Tax Department documents

6. CapitalMind, Finshots, and PMSBazaar reports

7. BSE Ltd. financial statements and earnings calls

8. Private brokerage reports on NSE valuation

9. AIF/PMS industry newsletters (Apr 2025 editions)

10. Statutory filings from MCA (Ministry of Corporate Affairs)