National Securities Depository Ltd IPO

The IPO opens on 30 Jul 2025 & closes on 01 Aug 2025.

National Security Depository Limited was incorporated on April 27, 2012, as 'NSDL Depository Limited' in Mumbai as a Public Limited Company, pursuant to a Certificate of Incorporation. The Company 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 Company commenced operations through a Certificate of Commencement of Business dated May 16, 2012, issued by the RoC. The depository business has been in operation for more than 26 years, having commenced in November 1996, with the name 'National Securities Depository Limited', which later on was renamed as NSDL e-Governance Infrastructure Limited and is currently known as Protean eGov Technologies Limited. Following introduction of the Depositories Act in 1996, the Company pioneered dematerialization of securities in India in November 1996. Through Scheme of Arrangement, the Depository Undertaking was demerged from Protean and transferred and vested into with Company, as a going concern. Resulting to Scheme of Arrangement, name of Company was changed from 'NSDL Depository Limited' to 'National Securities Depository Limited', vide a fresh Certificate of Incorporation issued by the RoC, on January 3, 2013. As of now, NSDL are 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 a depository, Company provide a robust depository framework that enables market participants to participate in the financial and securities markets in India. Their depository facilitates securities to be held in digital form by investors through accounts known as 'Demat Accounts' held through depository participants. This includes securities held in dematerialized form with various asset classes namely equities (listed equity and unlisted equity), preference shares, warrants, funds (mutual funds, REITs, InvITs and AIFs), debt instruments (corporate debt, commercial paper, certificate of deposit, pass through certificate, security receipts, government securities, sovereign gold bonds, municipal debt, treasury bill) and electronic gold receipts. As part of depository business, NSDL operate a centralized digital book-keeping system that facilitates the holders of securities to hold and transfer their securities in electronic form and enables settlement solutions in an efficient and cost-effective manner. It maintain complete records of the ownership of securities held in dematerialised form with them on behalf of the issuer entity. It provide depository services to investors, issuers, depository participants, financial institutions, stockbrokers, custodians, clearing corporations and other market intermediaries and have established an ecosystem for these entities to integrate with their systems. In October 2018, the Company launched a facility for availing digital loans against securities; in 2021, it launched digital commercial paper issuance process. During FY 2022, it launched blockchain based market platform to monitor security and covenants related to issuance of bonds. The Company launched the IPO by issuing 50,145,001 equity shares of face value of Rs 2 each through offer for sale and raised Rs 4010.95 crores in August, 2025. The Company has launched Direct Payout Settlement for securities in FY 2025.

National Securities Depository Ltd IPO will close on 01 Aug 2025.

<ul><li>India's first and leading depository operating a wide range of technology-driven businesses.</li><li>Strong focus on technology-led product innovation.</li><li>Robust IT infrastructure, risk management frameworks and cyber-security measures focused on ensuring the safety and integrity of the depository system.</li><li>Stable revenue base with a significant proportion of recurring revenue.</li><li>Diversified Asset Classes held in Demat Accounts and Well-diversified Business Verticals.</li><li>Experienced senior management team.</li></ul>

No risks available.

<ul><li>If there is a shift in investor preferences away from investing and trading in securities to other avenues, it could reduce demand for its services and adversely affect the company business, financial condition, and results of operations.</li><li>The company failures to expand its service offerings and market reach through continued innovation and development of new products and services through technology-based solutions or the failures of these new service offerings may have an adverse impact on its business.</li><li>A large proportion of the Company's business is transaction-based, in particular, delivery-based, and dependent on trading activity in the securities market. External factors beyond its control may affect the trading volumes which could adversely affect the company business, cash flows, results of operation and financial condition.</li><li>The company relies on complex information technology networks and systems to operate its business. Any significant system or network disruption due to a technical glitch, breach in the security of the company IT systems or otherwise, could have a negative impact on its business, reputation, results of operation and financial condition including levy of financial disincentive by SEBI.</li><li>The company operates under a stringent regulatory regime and its inability to comply with the company legal and regulatory obligations may expose it to regulatory proceedings and legal actions by the Securities and Exchange Board of India.</li><li>The company closely compete with its competitors across the company businesses in a highly regulated environment. Any failures to compete successfully could have an adverse effect on its business, financial condition, cash flows and results of operations.</li><li>The company depends on its network of depository participants and the service centers owned, operated and maintained by such depository participants for a large portion of its business. Any inability to effectively manage and increase this network could adversely impact the company growth, cash flows, results of operation, and financial condition.</li><li>On account of its operations, the company Subsidiary, NDML, is subject to regulatory requirements prescribed by various authorities including IRDAI, SEBI, UIDAI and RBI. Its inability to comply with applicable laws, regulations and norms may have an adverse effect on the company reputation, businesses, financial condition and results of operations.</li><li>SEBI has issued certain observations pursuant to inspections and has also issued administrative warning letters and deficiency letters in relation to certain non-compliances by the Company. There can be no assurance that further observations, administrative warning or deficiency letters would not be issued in the future.</li><li>The Company has been subject to enforcement actions, in the past, by way of issuance of show cause notices by SEBI in relation to violations/ non-compliances of relevant SEBI laws by our Company. There can be no assurance that such actions will not be taken against the Company in the future.</li><li>The company is subject to various legal and regulatory obligations which may expose it to regulatory proceedings and legal actions by the concerned authorities.</li><li>There can be no assurance that the company will be successful in implementing its current and future strategic plans, and its efforts to expand our service offerings and market reach may not succeed and may impact our revenue and growth.</li><li>The company is required to obtain various approvals in relation to its business and the company inability to be able to obtain or renew such approvals may affect its business and results of operations.</li><li>SEBI in-principle approval requires it to complete the listing process before April 13, 2024, which has been extended till August 14, 2025. If the company fails to comply with this deadline, its may be required to apply for an extension or a fresh approval, which may not be granted in a timely manner, or at all.</li><li>Our principal Shareholders, IDBI Bank Limited and National Stock Exchange of India Limited, are required to dilute their shareholding in our Company on or before August 14, 2025, as required under the SEBI D&P Regulations.</li><li>There are outstanding legal proceedings involving the Company, its Directors, and the company Subsidiaries.</li><li>Its may not be sufficiently protected or insured for certain losses that the company may incur or claims that its may face against the company.</li><li>The company has entered into and will continue to enter into related party transactions. Its cannot assure you that such transactions will not have an adverse impact on the company business, financial condition, cash flows and results of operations.</li><li>The company utilize the services of certain third-party vendors for its operations. Any deficiency or interruption in their services could adversely affect the company business and reputation.</li><li>Non-compliance with laws relating to privacy and data protection could result in claims, harm its results of operations, financial condition, and prospects.</li><li>Payments banks in India, including its Subsidiary, NPBL, are subject to regulatory requirements and prudential norms. Its inability to comply with applicable laws, regulations and norms may have an adverse effect on the company reputation, businesses, financial condition and results of operations.</li><li>Appointment of its Public Interest Directors does not require shareholders' approval.</li><li>NPBL is required to comply with applicable know-your-customer, anti-money laundering and antiterrorism laws in India. However, NPBL may not be able to detect money-laundering and other illegal or improper activities in a comprehensive manner or on a timely basis, which could expose it to additional liability and harm the company business or reputation.</li><li>The company is subject to higher penalties and settlement amounts as a market infrastructure institution and may be required to contribute a higher percentage of its profits to the Investor Protection Fund, which may adversely affect the company profitability and dividend payments.</li><li>The company operates in a business environment that continues to experience significant and rapid changes in technology. Any failures to keep up with these changes may have an adverse impact on its business.</li><li>A failures to generate income from fee and commission-based activities by NPBL may have a negative impact on the company financial performance.</li><li>Its payments bank business involves high operating expenses leading to a high cost-to-income ratio and had incurred losses in the past.</li><li>A majority of its revenue from operations are derived from the company banking services.</li><li>The company has experienced negative cash flows in the past. Any negative cash flows in the future could adversely affect its results of operations and financial condition.</li><li>Delays or defaults in relation to its trade receivables could adversely affect the company financial condition.</li><li>The Company is neither associated with nor related to Protean eGov Technologies Limited. Further, the business of the Company is not similar to that of Protean eGov Technologies Limited.</li><li>Its payments bank operations depends on the accuracy and completeness of information about merchants, business correspondents, customers and business partners which, if inaccurate or materially misleading, could adversely affect its business and results of operations.</li><li>The company depends on its brand recognition. Negative publicity, failure to maintain and enhance awareness of its brand or any damage to the company reputation could have a material adverse effect on its business.</li><li>The company is subject to the risks associated with certain of its premises being leased. Non-renewal or dispute with the lessors may disrupt its business, and the company may be subject to significant increases in lease rentals.</li><li>The company faces risks when entering into or increasing its presence in markets where the company does not currently operates or when entering into new business lines. Demand and market acceptance for its products and services within these markets would be subject to a high degree of uncertainty and risk.</li><li>The company may, on its own accord pursuant to commercial requirements or pursuant to directions from regulators, divest its stake in the company Subsidiaries, or may demerge certain of its businesses into a new entity.</li><li>NDML's KRA operations are subject to certain regulatory mandates and market risks, which may adversely affect its results of operations.</li><li>Proposed changes in the Government policies and other factors beyond its control may result in a potential loss of revenue for NDML's SEZ Online business.</li><li>If the company is unable to keep its business development strategies and other commercial decisions confidential, it could adversely affect the company competitive advantage.</li><li>Its principal Shareholders will continue to hold a substantial equity stake in the Company after the Offer and will continue to be able to influence the outcome of any shareholder voting, which may conflict with the interests of other shareholders.</li><li>If the company is unable to obtain, protect or use its intellectual property rights, the company business may be adversely affected.</li><li>The company depends on its Key Management Personnel and Senior Management, as well as its experienced and capable employees. During the Financial Year 2025, the company had an overall employee attrition rate of 23.23%. Any failures to attract, motivate, and retain its employees could harm the company ability to maintain and grow its business.</li><li>Any failures to maintain the quality of customer service across its businesses, and deal with customer complaints in a timely manner could materially and adversely affect the company business and operating results.</li><li>Materialization of its contingent liabilities could adversely affect the company financial condition.</li><li>This Red Herring Prospectus contains information from an industry report prepared by an independent third-party research agency, CRISIL Intelligence, a division of CRISIL Limited ("CRISIL"), which the company has commissioned and paid for exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>The company track certain operational and key business metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect the company business and reputation.</li><li>Its role and responsibilities as a securities depository may conflict with the company Shareholders' interests.</li><li>Some of its investments in debt instruments are unsecured, or carry interest rates lower than the market rate, and the company has not made any provision for a decline in the value of its investments.</li><li>In the event of a default in relation to an investment, the company will bear a risk of loss of principal and accrued interest. The geographic concentration of its investment portfolio makes it vulnerable to a downturn in the Indian economy.</li><li>The Company may be subject to operational risks, such as failures in execution, wrong execution and/or fraud, in the future impacting its business, financial conditions and results of operation.</li><li>Its depository operations are exposed to a financial risk of issuers not paying the company annual custody fees for the company depository services.</li><li>The company has in the past experienced a loss of market share in the depository business due to the rapid emergence of new age fin-tech brokers.</li><li>The operations of its core depository business, including introduction of new products and the amount charged for provision of various depository services, are highly regulated.</li><li>Its roles and responsibilities as a securities depository may conflict with the interests of certain of the BRLMs and their group companies.</li><li>The risk management system of the Company may not always be adequate and compliant with the SEBI laws.</li><li>Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.</li><li>One of its Directors, Sriram Krishnan is a director on the board of directors of India International Depository IFSC, which is in the same line of business as the Company. Any conflict of interest that may occur as a result could adversely affect its business, financial condition, results of operations and cash flows.</li></ul>

The Issue type of National Securities Depository Ltd is Book Building.

The minimum application for shares of National Securities Depository Ltd is 18.

The total shares issue of National Securities Depository Ltd is 50145001.

Initial public offering of upto 50,145,001 equity shares of face value of Rs. 2 each ("Equity Shares") of National Securities Depository Limited (the "Company" or the "Issuer") for cash at a price of Rs.800 per equity share (including a share premium of Rs.798 perequity share) ("Offer Price") through an offer for sale of up to 50,145,001equity shares aggregating to Rs.4011.6 crores, comprising up to 22,220,000 equity shares aggregating to Rs.1777.60 crores by IDBI Bank Limited, up to 18,000,001 equity shares aggregating to Rs.1440.00 crores by National Stock Exchange of India Limited, up to 500,000 equity shares aggregating to Rs.40.00 crores by Union Bank of India, up to 4,000,000 equity shares aggregating to Rs.320 crores by State Bank of India, up to 2,010,000 equity shares aggregating to Rs.160.80 crores by HDFC Bank Limited (ss) and up to 3,415,000 equity shares aggregating to Rs.273.20 crores by administrator of the specified undertaking of the unit trust of india (collectively referred to as the "selling shareholders" and such equity shares offered by the selling shareholders, the "offered shares") (the "offer for sale" or the "offer"). The offer includes a reservation of up to 85,000 equity shares aggregating to Rs. 6.80 crores (constituting up to [*]% of the post-offer paid-up equity share capital of the company) for subscription by eligible employees (the "employee reservation portion"). The company, in consultation with the brlms, may offer a discount of up to [*]% of the offer price to the eligible employees bidding in the employee reservation portion ("employee discount"). The offer less the employee reservation portion is hereinafter referred to as the "net offer". The offer and the net offer shall constitute [*]% and [*]%, respectively, of the post-offer paid-up equity share capital of the company, respectively. A discount of Rs.76 per equity share is being offered to eligible employees bidding in the employee reservation portion.