National Securities Depository Ltd.

 Company Overview:

 National Securities Depository Ltd (NSDL) is a SEBI-registered market infrastructure institution and a critical enabler of India’s capital markets, offering secure and efficient depository services to investors, issuers, and intermediaries. As of March 25, NSDL serviced 99.99% of foreign portfolio investor (FPI) assets in dematerialised form, reflecting its dominance in the institutional segment. With an 86.8% share of total demat value and a presence across 99.34% of India's pin codes and 194 countries, NSDL demonstrates both depth and reach. Though it holds 33.9% share in the number of depository participants (DPs), it commands a stronger 77.6% share in DP centres, reflecting a high-quality and widely distributed participant network. NSDL remains a foundational pillar of India’s digitised securities infrastructure, benefiting from the long-term tailwinds of financial deepening, rising FPI and retail participation.

Key Highlights: 

1. First and leading depository of India:  NSDL is India’s first and largest depository in terms of number of issuers, active instruments, demat value of settlements, and value of assets under custody as of Mar’25. It has been instrumental in shaping the Indian capital market infrastructure, with its core depository platform servicing 79,773 issuers, over 3.95 crore active demat accounts, and operating via 294 DPs across 65,392 service centres, significantly ahead of its closest peer, CDSL. 

2. Technology-led product innovation:  The company has consistently driven technology-led innovation, having pioneered dematerialised securities in India. Its strong focus on platform stability, product innovation, and user experience has allowed it to stay relevant across diverse user segments. Revenue visibility remains strong, with a major share derived from stable, recurring sources such as annual custody fees from issuers and annual DP fees, rather than market-linked transaction charges. Additional revenue is earned via licensing and usage fees across other service offerings. 

 3. Strong subsidiary performance: NSDL has built complementary verticals through its subsidiaries. NSDL Database Management Ltd (NDML) operates as a tech-driven services provider, supporting ~1,728 SEBI-registered intermediaries and managing ~1.9 crore KYC records through its Central KYC Registry (CKYCR) licence. Meanwhile, NSDL Payments Bank Ltd (NPBL) delivers digital financial products, including prepaid cards, DBT-linked accounts, cash management solutions to corporate and government clients under a B2B2C model.

Valuation: NSDL reported a strong financial performance with a Revenue/EBITDA/PAT growing at a CAGR of 17.9%/21.2%/20.9% over FY23–FY25period, reflecting robust operating leverage. The company’s revenue model is largely stable and annuity-like, with over 60% of revenue derived from recurring sources such as annual custody fees charged to issuers and fixed annual DP fees. These recurring fees are independent of market turnover or transaction volume, providing insulation from market cyclicality. NSDL also generates revenue from licensing its DPM software, RTA services, and other auxiliary offerings. As of Mar’25, it had 86.8% market share by demat value and serviced 99.99% of the demat value of FPI holdings in India. At the upper price band of Rs 800, the IPO is priced at 47x times FY25 P/E, compared to its peer CDSL which is trading at 67x. The entire issue is OFS with IDBI Bank, NSE, SBI, UTI, HDFC Bank and Union Bank are the selling shareholders.

DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS 

Risk Factors 

• Demand risk: Significant changes in investor preferences from investing & trading in securities to other avenues may lead to a decline in demand for services and adversely affect the business. 

• Product evolution risk: The company is dependent on its ability to develop and introduce new products & services to the securities market in India through technology-based solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and preferences of investors. Any failure to do so may have an adverse impact on business. 

• Market risk: During FY23/FY24/FY25, the company derived 25.0%/24.3%/29.9% of its revenue from transaction fees. Any slowdown in trading activity due to external risks like geopolitical developments or adverse economic events may have an impact on the business. 

• IT Risk: 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 its IT systems or otherwise, may have a negative impact on the business, including the levy of financial disincentives by SEBI. 

• Regulatory Risk: The company operates under a stringent regulatory regime, and any inability to comply with legal and regulatory obligations may expose it to regulatory proceedings and legal actions by the Securities and Exchange Board of India (SEBI). 

Growth Strategy 

• Continue to focus on growth potential and increase market penetration by leveraging strengths. 

• Invest and upgrade IT infrastructure systems for enhancement of operational efficiency, service quality and operational resilience.

• Diversify offerings and enhance database management business. 

• Increase market share of payments bank business.

Product and Service Offerings Core Depository Services: 

• Maintaining allotment and transfer of ownership records: Maintain details of allotment and transfer of ownership records of securities assets held through electronic book entries and provide a safe and secure environment for the storage of such securities. 

• Account opening and management: Opening of demat accounts for demat holders through depository participants and providing various services including updating KYC details, nomination facility and updating demographic details. 

• Settlement of market and off-market transfers: Facilitate the transfer of securities by investors by providing a mechanism for clearing members to settle trades carried out on stock exchanges. 

• Dematerialisation of securities: Provide dematerialisation services to investors, listed and unlisted issuers and registrar and transfer agents and charge onboarding and service fees to issuers for providing these services. 

• Corporate actions: Assist issuers with carrying out corporate actions relating to the disbursement of monetary benefits, such as dividends and non-monetary benefits such as bonus payments to investors. 

• Pledge: Offer the flexibility for securities held in a depository account to be pledged or hypothecated, enabling clients to avail themselves of loan or credit facilities. 

• Margin Pledge: Introduced a transaction in the depository system that allows clients to utilise their securities as margin with their trading members. 

• Non-disposal undertakings: Specialised service that allows Demat Account holders to record NDUs in the depository system. 

• Consolidated account statements: A Unique offering from NSDL that provides information on all securities held in dematerialised form in a client’s portfolio in a single statement. 

• Providing a comprehensive suite of APIs: Provide a comprehensive suite of APIs for seamless processing of data between the depository participants and NSDL. 

• Cash benefit services: Process interest payments on government bonds and sovereign gold bonds to investors holding these securities in demat accounts with depository participants registered with us. 

Ancillary Products and Services: 

• Digital Loans Against Security (Digital LAS): Through this facility, clients can avail loans by instantly pledging securities held in dematerialised form. 

• FPI Monitor: 

    o Common Application Form (CAF): A single common application form for foreign portfolio                     investors to register with SEBI, apply for allotment of PAN, complete KYC procedures, and open         bank and demat accounts in India. 

    o Foreign Investment Limit Monitoring (FILM): Through this service, listed issuers can appoint a                 designated depository for monitoring foreign investment in listed Indian entities. 

    o FPI Investments Data: Provide a source of information for public dissemination on FPI investment         and divestment in the Indian markets across various assets and through various investment routes             over a period of time.

 • Depository Account Validation: Secured internet-based facility which provides an online interface enabling subscribers to validate DP ID, Client ID and PAN of investors through a file upload. 

• Mutual Fund Redemption API: Mutual fund redemption API provides clients with the convenience of placing redemption requests for mutual fund units held in their demat account. 

• Issuer Service Portal: An issuer service portal which gives access to the issuer-related services and information. 

 

NTPC Green Energy Ltd IPO

Company Overview:

NTPC Green Energy Ltd (NGEL), a wholly owned subsidiary of NTPC Ltd is the 

largest renewable energy public sector enterprise (excluding hydro energy) in 

term of operating capacity as of Sep’24 and power generation as of Mar’24. The 

company’s renewable energy portfolio includes both solar and wind power 

assets with presence across multiple locations in more than 6 states which helps 

in mitigating risk of location specific generation variability. As of Sep’24, NTPC 

Green’s operational capacity stood at 3,220 MW of solar projects and 100 MW 

of wind projects across 6 states with average Power Purchasing Agreement 

(PPA) period of 25 years. Further, it has 13,576 MW of contracted & awarded 

projects and capacity under pipeline of 9,175 MW as of Sep’24. 

Key Highlights:

1. Strong parentage: The company is a wholly owned subsidiary of NTPC Ltd, a 

‘Maharatna’ central public service enterprise, which contributes ~17% to India’s 

total installed capacity and ~24% to the total power generated in India as of 

Sep’24. NGEL benefits from the support, vision, resources and experience of the 

NTPC group which is currently looking to expand its non-fossil-based capacity to 

45-50% of its portfolio which will include 60 GW renewable energy capacity by 

CY32. The company believes it can use the brand recall and long-term 

experience of dealing with state DISCOMs of NTPC Ltd to grow its portfolio and 

business in India. 

2. Robust product portfolio with diversification across geographies and off-

takers: NGEL has a large portfolio of utility-scale solar and wind energy projects 

coupled with projects for PSUs and Indian corporates. As of Sep’24, the company 

had 17 off-takers across 41 solar and 1 wind projects. The total portfolio as of 

Sep’24, consists of 26,071 MW including 3,320 MW of operating projects; 13,576 

MW of contracted & awarded projects and 9,175 MW of capacity under pipeline. 

NGEL’s portfolio is spread out across Rajasthan, Gujarat, Tamil Nadu, Andhra 

Pradesh, Madhya Pradesh and Uttar Pradesh which helps in mitigating risk of 

location specific generation variability.

3. Experience in renewable energy project execution: The company along with 

the NTPC Group have a strong track record of developing, constructing and 

operating renewable power projects, driven by experienced in-house 

management and procurement teams. NGEL’s in-house team works with third-

party aggregators, developers and EPC contractors to manage the land 

acquisition process. As of Sep’24, the company owns ~8,900 acres of freehold 

land and ~45,700 acres of leasehold land. Further, the company aimsto leverage 

NTPC Group’s economies of scale to negotiate and reduce the cost of 

components, equipment and materials for its solar and wind projects from 

domestic and foreign original equipment manufacturers and suppliers.

4. Access to low cost of capital: The company’s focus on maintaining high-

capacity utilization, operational efficiencies, low operating costs along with the 

strong parentage and diversified portfolio helps it to maintain healthy coverage 

ratios. Further, leveraging NTPC group’s high credit rating and strong balance 

sheet provides access to low cost of capital.