Management Consulting Toolkit

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ENABLINC

SME LISTING

ENABLING CAPITAL FORMATION & GROWTH

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Table of Contents

❑ Benefits of Listing

❑ Why SME IPO

❑ Stats- Market Data

❑ Guidelines & Eligibility Norms

❑ Listing- Broking & Micro Finance Company

❑ Listing- Technology Startups

❑ Listing Process Chart

❑ Top Performers in SME IPO

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Benefits of Listing

Expand the Investor Base 01 02 Unlocking Business

Valuation 03 Equity Financing

Opportunities

Enhance Visibility & Prestige 04 05 Create wealth for

shareholders 06 Alternate Asset

Class of Investors

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Why SME IPO

Relaxed Eligibility Criteria 01 02 Quality Investor

Base 03 Cost Effective

Less duration of Listing 04 05 Reduced

Compliance 06 Migration to

Main Board

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Stats- Market Data

Stats in relation to progress of SME platform,

Index, Nos. of Listings, Fund Raising and

Migration to Main Board

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SME LISTING- Enabling Capital Formation & Growth I June 2021

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Stats- Flourishing SME Platform

Nos. of Company Listed 338

Market Cap. (Rs.) 11,196.63 Cr.

Total Capital Raised (Rs.) 3,492.54 Cr.

Nos. of Company

Migrated

103

Nos. of Company Listed 218

Market Cap. (Rs.) 15,926.75 Cr.

Total Capital Raised (Rs.) 3,327.10 Cr.

Nos. of Company

Migrated

73

*As on June 04, 2021 *As on June 04, 2021

SME LISTING- Enabling Capital Formation & Growth I June 2021

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1000 500 452.47 137.35 2012 2013 2014 2015 2016 2017 YEARS *Till June 04, 2021 The index has a base date of August 16, 2012 and

INDEX- BSE SME IPO

137.35

452.47

1084.28

802.27

1070.8

2069.05 1789.57 1770.48

1385.9

3286.61

0

500

1000

1500

2000

2500

3000

3500

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021*

INDEX

YEARS

Index

*Till June 04, 2021 The index has a base date of August 16, 2012 and a base value of 100

SME LISTING- Enabling Capital Formation & Growth I June 2021

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`

x 1500 1000 500

INDEX- NSE EMERGE

1055.12

1819.47

1542.09

1339.51

1656.66

2269.87

0

500

1000

1500

2000

2500

2016 2017 2018 2019 2020 2021*

INDEX

YEARS

Index

*Till June 04, 2021 The index has a base date of December 01, 2016 and a base value of 1000

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Stats- Industry Wise Contribution 40.82 29.13 11.74 3.99 2.61 2.37 2.07 1.81 1.31 1.31 0.44 Weight (%) Consumer Goods Others Housing Related Transport Services Chemical & Petrochemical IT Power Miscellaneous Capital Goods FMCG Diversified SME LISTING- Enabling Capital Formation & Growth I June 2021 26.99 16.26 15.35 14.6 7.72 6.19 4.1 2.38 1.78 1.55 1.25 0.78 0.6 0.46 Weight (%) Services Consumer Goods IT Industrial Manufacturing Pharma Textiles Chemicals Automobile Construction Metals

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Stats- Listing & Fund Raising 44 42 38 67 363 1442 1049 175 79 28.1 2 3 2 8 31 87 62 13 8 2 0 20 40 60 80 100 0 200 400 600 800 1000 1200 1400 1600 NOS. OF LISTINGS FUND RAISED RS. IN CR. FINANCIAL YEARS Listing & Fund Raising Funds Raising (Rs. in Cr.) Nos. of Listings *Till June 04, 2021 **Including 1 FPO of Rs. 12.60 Cr. ***Including 1 FPO of Rs. 11.75 Cr. *Till June 04, 2021 9 146 316 233 237 436 713 887 336 152 28 1 21 36 35 38 48 60 56 28 14 3 0 10 20 30 40 50 60 70 0 200 400 600 800 1000 NOS. OF LISTINGS FUND RAISED RS. IN CR. FINANCIAL YEARS Listing & Fund Raising Funds Raising (Rs. in Cr.) Nos. of Listings SME LISTING- Enabling Capital Formation & Growth I June 2021

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Stats- Migrations to Main Board

Nos. of Migrations 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22* FINANCIAL YEARS

1 1 1 3

24

39

4

2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22*

COMPANY MIGRATED

FINANCIAL YEARS

Nos. of Migrations

*zz-tzoz tz-ozoz oz-6toz 61-8toz LT-9tOZ 91-stoz st-

3

13

9

21

14

20

17

6

COMPANY MIGRATED

FINANCIAL YEARS

Nos. of Migrations

*Till June 04, 2021 *Till June 04, 2021

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Guildelines & Eligibility

Norms

The guidelines & eligibility norms have been prescribed by SEBI under Chapter IX of SEBI

(ICDR), 2018 and in addition to SEBI guidelines BSE & NSE has their own eligibility criteria for

SME Listing

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PARTICULARS REQUIREMENTS

Post issue paid up capital Not more than Rs. 25 crore

Filling of draft offer documents to SEBI Not required

Observation on Draft Offer Documents By the Stock Exchange

Final Offer Documents filled to SEBI Yes

Underwriting of Issue 100% Underwritten

IPO Grading Not Mandatory

Merchant Banker obligation for underwriting At least 15%

Minimum number of allottees At least 50

Minimum application value At least of Rs. 100,000

Market Making Compulsory for 3 years or Till Migration to Main Board; Earlier

Migration to SME platform Special Resolution by postal ballot

Migration to main board (Optional) If Rs. 10 Crore < Post Issue Share Capital ≤ Rs. 25 Crore

Migration to main board (Compulsory) Post Issue Share Capital > Rs. 25 Crore

SEBI Guidelines for SME IPO

SME LISTING- Enabling Capital Formation & Growth I June 2021

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SME Vis-a-Vis Main Board

Particulars SME Main Board

IPO IPO Grading Not mandatory Mandatory

Post-issue-paid-up Capital (Face Value) Not more than Rs. 25 Cr. Not less than Rs. 10 Cr.

Minimum number of allottees in the IPO 50 1000

Observations on DRHP By Stock Exchange BY SEBI

Time Frame 2-3 months 6-8 months

IPO Underwriting 100% underwritten (15% on the books of the merchant banker)

Mandatory (Not required where 75% of issue is offered for compulsory subscription of QIBs)

Market Capitalisation/ Issue Size No restriction No restriction

IPO Application size Not less than Rs. 100,000 Rs. 10,000 - Rs. 15,000

POST- ISSUE Reporting requirements Half Yearly (Abridged) Quarterly (Comprehensive)

Market Making Mandatory Non- Mandatory

Corporate Governance Chapter Not Applicable Applicable

SME LISTING- Enabling Capital Formation & Growth I June 2021

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SME LISTING- Enabling Capital Formation & Growth I June 2021

Eligibility Norms- SME IPO

Post Issue Paid Up Capital Post issue paid- up capital (face value) up to Rs. 25 Cr.

Post issue paid- up capital (face value) up to Rs. 25 Cr.

Net Worth Net Worth should be positive Net Worth should be positive

Operating Profit Positive EBDT in any of the year out of last 3 years

Positive EBITDA for at least any 2 out of 3 financial years

Track Record Track record for at least 3 years*

Track record for at least 3 years

Net Tangible Assets Net Tangible Assets should be at least Rs. 1.50 Cr.

Not Applicable

*If not fulfilled then should have been funded by Banks or Financial Institutions or Central Govt. or State Govt. or Its Group Company should be listed for at least two years either on the main board or SME board of the Exchange.

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Listing- Broking &

Micro Finance Company

Stock/ Commodity Broking Company, Micro

Finance Company which are Non- Depoist taking

Non- Banking Financial Company (NBFC) are

eligible for listing on BSE SME platform subject

to meeting the criteria specicied by BSE.

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fill"

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Eligibility Norms- Broking & Micro

Finance Company

Broking Company

BSE

▪ Net worth of min. Rs. 15 Cr. with PBT of Rs. 5 Cr. in any 2 years out of 3

financial years; or

▪ Net Worth of min. Rs. 25 Cr. with profit in any 3 years out of 5 financial

years. (Extraordinary income will not be considered for the purpose of profits and net worth shall include equity, pref. shares. Reserves and surplus)

▪ Net Tangible Assets of at least Rs. 3 Cr. As per the latest audited

financial results

▪ Post issue paid up capital shall be at least Rs. 3 Cr.

Micro Finance

Company

Micro Finance Company in addition to the existing criteria for all SME Companies, should have a book value of at least Rs. 100 Cr., client base of 10,000 & above and it should not have accepted/ held public deposit.

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Listing- Technology

Startups

To facilitate capital raising for growth and

expansions of technology startups, BSE and NSE has set up the platform for Technolgoy

Statrups as per the norms placed by SEBI.

SME LISTING- Enabling Capital Formation & Growth I June 2021

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BSE

Technology Startups

The “Start-up companies” seeking Listing on BSE StartUp Platform should be in the sector of IT, ITES, Bio-technology and Life Science, 3D Printing, Space technology, E-Commerce, Hi- Tech Defense, Drones, Nano Technologies, Artificial Intelligence, Big data, Enhance/Virtual Reality, E-gaming, Exoskeleton, Robotics, Holographic Technology, Genetic Engineering, Variable Computers Inside body computer

technology and other Hi-tech based companies.

NSE

Technology startups working towards innovation, development,

deployment or commercialization of new products, processes or services driven by technology or intellectual property such as but not limited to Information Technology, Data Analytics, Bio- Technology, Nano- Technology, E- Commerce, Genetic Engineering, Space

Technology, 3D Printing, Artificial Intelligence, Robotics etc.

Definition- Technology Startups

SME LISTING- Enabling Capital Formation & Growth I June 2021

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BSE Eligibility Norms- Startup Listing

Paid Up Capital Should be registered as startup with DPIIT. If not then the company’s paid-up capital should be minimum Rs. 1 Cr.

Post Issue Paid- Up Capital The post issue paid up capital of the company (face value) shall not be more than Rs. 25 Cr.

Net Worth Net Worth should be positive.

Shareholding Conditions There should be preferably investment by QIB/ Angel/Accredited Investors for a min. period of 2 years at the time of filing of DP.

Should have a track record of at least 2 years at the time of filing the prospectus with BSE.

Track Record

SME LISTING- Enabling Capital Formation & Growth I June 2021

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NSE Eligibility Norms- Startup Listing

Post Issue Paid- Up Capital The post issue paid up capital of the company (face value) shall not be more than Rs. 25 Cr.

Annual Revenue Should have annual revenue ≥ Rs. 10 Cr. and should have shown an annual growth* of ≥ 20% in the past one year.

Net Worth Net Worth should be positive.

Shareholding Conditions

At least 10% of its pre-issue capital as on the date of filing of DP held by: Qualified Institutional Buyer(s) (QIBs); or

A member of the Angel Investor Network or Private Equity Firms; and

Such Angel Investor Network or Private Equity should have had an investment in the start-up ecosystem in 25 or more start-ups and their aggregate investment is more than Rs. 50 Cr.

Should have a track record of at least 2 years at the time of filing the prospectus with NSE. Track Record

*Annual growth may in the form of number of users/revenue growth/customer base SME LISTING- Enabling Capital Formation & Growth I June 2021

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Listing- Process

Chart

xo x ox o

o I¯xo x ox

The road to launch an IPO is a long and

technical process. One must aware about the overview of the process and activities

involve in a public offering.

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Selection of

Merchant Banker

Restructuring of

capital and valuation

Due Diligence &

Pre- IPO

preparation

Preparation of Draft Prospectus

Filing and Exchange Approval

Marketing, Issue Opening & Listing

Listing Process Chart

SME LISTING- Enabling Capital Formation & Growth I June 2021

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MARKET CAP. RS. IN CR. SUUMAYA LIFESTYLE LTD. VALIANT ORGANICS LTD. ANMOL INDIA LTD. SHARE INDIA SECURITIES LTD. ADITYA VISION LTD. MARINE ELECTRICALS (INDIA) LTD. MADHAV COPPER LTD. RUDRABHISHEK ENTERPRISES LTD. THEJO ENIGINEERING LTD. YASHO INDUSTRIES LTD. O 205.0% 122.7% 109.2 103.4 93.3% 83.5 82.7% 68.6% O O 3 w O O w O O O O O O

0/06* 0/0589 VZ8 S'E8 0/08 6 WEOT z•60 O/'OCZZI O,6ffSOZ

-

500.00

1,000.00 1,500.00 2,000.00 2,500.00 3,000.00 3,500.00 4,000.00 4,500.00

SUUMAYA LIFESTYLE LTD.

VALIANT ORGANICS LTD.

ANMOL INDIA LTD.

SHARE INDIA SECURITIES

LTD.

ADITYA VISION LTD.

MARINE ELECTRICALS

(INDIA) LTD.

MADHAV COPPER LTD.

RUDRABHISHEK

ENTERPRISES LTD.

THEJO ENIGINEERING LTD.

YASHO INDUSTRIES LTD.

Mkt. Cap. at IPO (Rs. in Cr.) 43.2 80.1 34.3 100.1 21.2 161.9 16.9 71.1 7.2 109.0

Mkt. Cap. at Current* (Rs. in Cr.) 1,229.4 4,234.5 213.4 1,497.9 509.7 928.6 230.0 407.2 689.2 513.5

CAGR (%) 205.0% 135.1% 122.7% 109.2% 103.4% 93.3% 83.5% 82.7% 68.6% 62.9%

205.0%

135.1%

122.7%

109.2%

103.4%

93.3%

83.5%

82.7%

68.6%

62.9%

*Selected from the list of Companies who have Market Capitalization of at least Rs. 200 Cr. as on June 04, 2021.

Top Performers in SME IPO

MARKET CAP. RS. IN CR.

2021

SME LISTING- Enabling Capital Formation & Growth I June 2021

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Our

Offering

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IPO, M&A, Fund Raising, Debt Syndication

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