IPO Documents

Offer Document

THE INFORMATION FURNISHED ON THE FOLLOWING WEB PAGES CONTAINS INFORMATION INTENDED ONLY FOR PERSONS NOT LOCATED IN ANY JURISDICTION WHERE THE DISTRIBUTION OF SUCH INFORMATION IS PROHIBITED OR RESTRICTED. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the red herring prospectus of National Securities Depository Limited (the “Company”) dated July 23, 2025 (the “Red Herring Prospectus”) filed with the Registrar of Companies Maharashtra at Mumbai (the “RoC”), the Securities and Exchange Board of India (“SEBI”) and the BSE Limited and hosted on this website, in relation to the initial public offering of the equity shares of face value of ₹ 2 each (“Equity Shares”) of the Company (“Offer”). In accessing the Red Herring Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

Invitations to subscribe to or purchase the equity shares in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for equity shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which shall contain the selling restrictions for the Offer outside India. The information in this portion of our website, including the Red Herring Prospectus, is not for publication or distribution, directly or indirectly, in or into the United States. No part of the contents of the Red Herring Prospectus shall be copied or duplicated in any form by any means, or redistributed.+-----------

The Red Herring Prospectus has been hosted on this website as prescribed under Regulation 26(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company nor any of its affiliates accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data.

The Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction and is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its affiliates would by virtue of such distribution become subject to new or additional registration, licensing or other regulatory requirements. The Offer will be made (i) within the United States only to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to Section 4(a) of the U.S. Securities Act; or (ii) within India, to Indian institutional, non-institutional and retail investors in accordance with the ICDR Regulations and in “offshore transactions” as defined in and in compliance with Regulation S under the U.S. Securities Act, as amended (“Regulation S”); and (iii) outside the United States and India, in “offshore transactions” as defined in and compliance with Regulation S and exemptions for non-public offerings where those offers and sales are made, and in each case, in compliance with applicable law.

Potential investors should not rely on the draft red herring prospectus dated July 7, 2023 or the addendum to the draft red herring prospectus dated May 17, 2025 (together the “Draft Red Herring Prospectus”) for any investment decision. As there may be material changes in the Red Herring Prospectus as compared to the Draft Red Herring Prospectus, potential investors should not rely on the Draft Red Herring Prospectus. The Offer and sales of the Equity Shares to be offered in the Offer shall be made only pursuant to the Red Herring Prospectus. For details, potential investors should refer to the Red Herring Prospectus, which has been filed by the Company with the RoC, SEBI and Stock Exchanges including the section titled “Risk Factors”.

Neither the Company nor any of its affiliates will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. The Company and its affiliates cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Red Herring Prospectus beyond the date of the Red Herring Prospectus. The Company and its affiliates will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither the Company, any of its affiliates nor their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials.

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