| Company | National Stock Exchange of India Ltd. (NSE) |
| What the numbers show | A dominant, highly profitable exchange business — strong and growing revenue, high profitability, consistent cash generation |
| What the numbers didn't show | A governance framework under scrutiny since 2015–16, and the co-location controversy over preferential system access for certain trading members |
| Consequence | An IPO first attempted in December 2016 remained unresolved for almost a decade while the business kept growing |
| Where it stands | SEBI's July 2026 in-principle acceptance of a ₹1,491 crore settlement cleared the way for a fresh DRHP filed in June 2026 |
| Theme | Governance, controls and regulatory standing as inputs to value — not footnotes to it |
NSE's business strength was never the question. What took nearly a decade to resolve was everything the income statement doesn't capture — governance, internal controls, and regulatory standing. Good financials are necessary. On their own, they are not sufficient.
The Hook
The National Stock Exchange is one of India's most important financial institutions. Its business strength is hardly in question — NSE has built a dominant position in several segments of India's capital markets and developed a highly profitable exchange business.
Yet its journey towards becoming a listed company offers an important lesson for anyone trying to understand or value a business.
Good financials do not tell the whole story.
The Ledger Split
What the numbers told us
- Revenue — strong and growing
- Profitability — high and improving
- Cash generation — consistent
- Business growth — steady, year on year
What the numbers couldn't tell us
- Governance framework — under scrutiny since 2015–16
- Internal controls — questioned via the co-location case
- Regulatory standing — unresolved for a decade
- Market dominance — raised the stakes on governance
The numbers weren't wrong. They were incomplete for the decision an investor had to make.
The Narrative
NSE first filed its Draft Red Herring Prospectus with SEBI in December 2016.
Around the same period, the co-location controversy surfaced — allegations that certain trading members had obtained preferential, faster access to NSE's systems through its co-location facility. For an exchange whose entire value proposition rests on offering a fair and equally accessible market, this was not a routine operational lapse. It went to the core of what the institution was supposed to guarantee.
The IPO stalled. Regulatory proceedings, governance reviews and leadership changes followed, stretching across years — while the underlying business kept growing.
In June 2026, NSE filed a fresh DRHP. In July 2026, SEBI gave in-principle acceptance to a revised ₹1,491 crore settlement covering the long-pending co-location and dark fibre matters, following a board-approved payment — clearing the most significant overhang on the listing.
Nearly ten years after the first attempt, NSE is moving towards the public markets again.
The Lesson
The real consequence was time.
An IPO journey that began in 2016 remained unresolved for almost a decade, even as the underlying business became larger and more valuable.
A business can have excellent numbers. But governance, controls and regulatory standing can determine whether those numbers ultimately translate into shareholder value.
"What should we have looked at beyond the numbers?"
In NSE's case: the institution behind the numbers — its governance, its controls, its regulatory standing.
Financial statements remain indispensable.
But analysing a business means understanding the institution producing those numbers, not just what it reports.
— Mahesh Ramanujam, FCA, DISA(ICAI) · R. Mahesh & Associates, Chennai
- NSE Draft Red Herring Prospectus, dated 28 December 2016 (filed with SEBI)
- NSE Draft Red Herring Prospectus, dated 17 June 2026 (nseindia.com)
- Reporting on SEBI's 30 July 2026 in-principle acceptance of the revised ₹1,491 crore settlement and NSE's board-approved payment