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SME Platform

Listing with an IPO

Institutional Trading Platform

Listing without an IPO

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EMERGE symbolises the aspirations of a large number of entrepreneurs participating in the “India growth Story” and

having potential to unlock value and emerge on a bigger stage.

SME PLATFORM

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Thejo Engineering Ltd (Chennai)

Business: Bulk material handling products & Services

Funds raised: Rs.19 crore

Turnover (March 31, 2013 / 2014): Rs 134.34cr / Rs 149.22cr

Veto Switch Gears and Cables Ltd (Jaipur)

Business: Manufacture and sale of wires & cables and electrical accessories

Funds raised: Rs.25 crore

Turnover (March 31, 2013 / 2014): Rs 74.13 cr / Rs 94.47 cr

IPOs on Emerge

Opal Luxury Time Products Limited (Pune)

Business: Leading domestic brand of Luxury wall and table clocks in India

Funds raised: Rs.13 crore

Turnover (March 31, 2013 / 2014): Rs.22.69 cr / Rs.24.99 cr

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Mitcon Consultancy and Engineering Services Ltd

Business: Technical consultancy and engineering services

Funds raised: Rs.25 crore

Turnover (March 31, 2013 / 2014): Rs.46.67 cr / Rs. 40.49 cr

Sanco Industries Limited

Business: Manufactures Rigid PVC Conduit Pipes, Casing & Capping, Insulated Domestic Wires & Cables etc

Funds raised: Rs.4.32 crore

Turnover (March 31, 2013 / 2014): Rs.58.58 cr / Rs.66.34 cr

Momai Apparels Limited

Business: Manufacturing of garments

Funds raised: Rs. 43.00 crore (including Pre-IPO of 13 cr.)

Turnover (March 31, 2014): Rs. 117.45 cr

Need for Capital

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Capital

Sustainable Growth

Innovation

ExpansionDiversification

Acquisition

MSME Finance life cycle

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Start-upsPromoter

owned• Owner’s capital

• From friends and family

Early stage

Debt and Venture investor

stake

• Govt Seed capital schemes

• Long term debt

• Angel funding ( Angel Networks) / VC funds

Large companyNew investors –

widely distributed

• Main board: Retail, institutions

Growing phase

More external investors

(VC may exit)

• Private equity

• SME Platform: HNIs, Institutions

Why list on SME Emerge ?

Alternate Valuation.

Price preservation

Repeated rounds of capital

Listing on main board after attaining

serious size and with a more broad

based offering

ESOPS to attract and retain talent

Stock as currency for acquisitions

Recognition & Visibility

Clients, Vendors & community

SME PLATFORM

SME PLATFORM

Regulatory Framework

Regulatory framework

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• Regulated by SEBI

• Separate segment in NSE

• Same trading members and merchant bankers as main exchange.

• Same trading terminals as main board

Emerge platform

status

• Issuer’s Post issue paid up capital- Rs 10-25 crore : SME/ main Board - < Rs 10 crore : SME Board only

• 3 year operational history and 2 year positive cash accruals

Issuer criterion

• Minimum application size: Rs. 1 lakh

• Minimum trading lot : Rs. 1 lakh

• Nominated investors (PE funds & QIBs) can support underwriting and market making

Investors

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• Min 50 allottees. Dilution : at least 25%.

• DRHP in same format. Only exchangeobservations. No grading requirement

• 100% underwriting.

• Market making for three years

IPO on EMERGE

• Half yearly audited accounts instead of quarterlyon main board

• Corporate governance norms same as main board

Post listing compliance

• Migration from SME to main board and mainboard to SME allowed subject to conditions.

Migration

Regulatory framework

Admission Process

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•Submission of DRHP by MB to the Exchange after complyingwith all due diligence requirements

Merchant Banker Due diligence

•Exchange examines DRHP, conduct onsite diligence andmanagement discussion•Third party due diligence and IPO Grading by Exchange•Provide observations/ seek clarifications

• Grant In-principle approval

Exchange In- principle approval

•Submission of final prospectus with details of underwriting &market making arrangements•Final approval accorded by Exchange

Final approval

Transparent Efficient Credible

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EMERGE: INSTITUTIONAL TRADING PLATFORM

EMERGE-ITP is only for listing of securities – there shall be no public offer for raising capital.

Who can list?

• Atleast 1 year’s audited financial

statements;

• Not been incorporated for more than 10

years

• Revenues < Rs.100 crore in any of the

previous financial years;

• Paid up capital < Rs.25 crore

• Cleared standard hygiene factors (such as

defaulter list, BIFR etc)

• Atleast one AIF, VCF, and other approvedcategory of investors / lenders (min Rs.50lakh)

• Atleast one or more 'Association of AngelInvestors' (min Rs.50 lakh)

• A scheduled bank for project financing orworking capital (min 3 years elapsed andfunds are utilised)

• A registered merchant banker hasundertaken due diligence and has invested(min Rs.50 lakh & lock-in for 3 years fromlisting. )

• A QIB, has invested (min Rs.50 lakh & lock-infor 3 years from listing. )

• A specialized international multilateralagency or domestic agency or a publicfinancial institution

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Company hasCompany has received funds from either of the following:

Why List on EMERGE-ITP?

Higher visibility & credibility - more attention frompotential investors, clients, vendors & community

Lesser dilution - promoters of growing companiescan dilute smaller stakes to informed investors

Setting the stage – getting used to compliancerequirements and setting the stage for a fund raisingin future

ESOPS - to attract and retain talentM&A - Stock as currency for acquisitions

Promoters'

share

Investors' share

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• The company seeking listing will have to file an Information Memorandum

(IM) with the exchange.

• The SE shall make the IM available on the website of the stock exchange for

public comments, atleast twenty one days prior to listing.

• The recognised stock exchange may issue an in-principle approval letter

• The company which has received in-principle approval will be exempt from

the requirement of having minimum 25% dilution.

• All securities of the company shall be in dematerialized form

• The minimum trading lot on institutional trading platform shall be ten lakh

rupees.

Other important aspects

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Voluntary

• Special resolution

• SE Approval

Growth

• 10 yrs on ITP, or

• Paid cap > Rs.25 cr, or

• Revenues > Rs.300 cr, or

• Market cap > Rs.500 cr

Exit from Emerge-ITP

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•Start-ups and SMEs listing on ITP are expected to grow and as they

mature they will need to raise capital on the other platforms, for which

they need to exit ITP.

•Exit from ITP can be in any of the following routes (other than

disciplinary action):

Thank You

NATIONAL STOCK EXCHANGE OF INDIA LIMITEDExchange Plaza, Bandra Kurla Complex, Bandra (E),

Mumbai 400051, IndiaTel: + 91 22 26598100/ 66418100

Fax: + 91 22 26598120Web Site: www.nseindia.com

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