1. Private & Confidential
NSE Overview
Private & Confidential

2. Private & Confidential
Then & Now
Particulars
1994
Present
Transparency
Low
High
Reach
Regional exchanges
Nationwide Exchange
Trading
Open Outcry
Electronic
Technology
Minimal
State of art- scalability, latency, architecture
Settlement risk
No guarantee of settlement
Established CCP for settlement guarantee
Risk management measures
No risk management
World-class risk management practices
Securities settlement
Physical share certificates
Dematerialization, Book entry
Settlement cycles
Long up to 15 days
T+2, rolling settlement
Exchange membership
Limited
On tap, Deposit based
Stock exchange setup
Broker run exchanges
Demutualization
Business continuity -
BCP – Near DR site, Far DR site
Compliance
No standardization
High level across industry
Private & Confidential

3. 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.

4. Need for capital Capital Sustainable Growth Acquisition Innovation
Expansion
Diversification
Acquisition
14 April 2019

5. EMERGE ready companies
Large company
New investors – widely distributed
Main board: Retail, institutions
Growing phase
More external investors
(VC may exit)
Private Equity
Early stage
Debt and Venture investor stake
Govt. Seed capital schemes
Long term debt
Angel funding ( Angel Networks) / Venture Capital funds
Start-ups
Promoter owned
Owner’s capital
From friends and family
14 April 2019

6. Value proposition for Issuers
An exclusive platform for growing SMEs to approach capital markets as a new and viable alternative for raising capital in an efficient manner.
Efficient raising of capital
Higher visibility
Credibility
Migration to main board
Appropriate valuation
Corporate governance
14 April 2019

7. Value proposition for Issuers
Liquidity
Borrowing terms
Opportunity for M&A
High calibre employees
Share as collateral
Access to wider capital
14 April 2019

8. Value proposition for Intermediaries
Unique advantage : - In depth understanding of equity financing & deep insight into transaction ready companies
IPO consultation services
Higher visibility
Corporate governance Services
Opportunity for investor
portfolio
Grow with your clients
14 April 2019

9. Emerge platform status
Regulatory framework
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 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
14 April 2019

10. Post listing compliance
Regulatory framework
Min 50 allottees. Dilution : at least 25%.
DRHP in same format. Only exchange observations
No grading requirement
100% underwriting.
Market making for three years
IPO on EMERGE
Half yearly audited accounts instead of quarterly on main board
Corporate governance norms same as main board
Post listing compliance
Migration from SME to main board and main board to SME allowed subject to conditions.
Migration
14 April 2019

11. Advantages over conventional Exchange
Lower issue expenses
No draft document to be filed with SEBI for their observations
Minimum no. of allottees
Market makers
Reduced filing requirements – half yearly financial results
No need to publish financial results
14 April 2019

12. Listing on EMERGE Capital market awareness Step 1
Appointment of intermediaries
Step 2
Corporate restructure
Step 3
Preparation of offer document
Step 4
Due Diligence
Step 5
IPO marketing
Step 6
Listing
Step 7
Support from NSE
14 April 2019

13. Private & Confidential
Disclaimer
“The National Stock Exchange of India Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, an initial public offer of its equity shares and has filed a Draft Red Herring Prospectus dated December 28, 2016 (“DRHP”) with the Securities and Exchange Board of India (“SEBI”). The DRHP is available on the websites of SEBI and the BSE Limited  at and respectively and of the Managers, Citigroup Global Markets India Private Limited at JM Financial Institutional Securities Limited at Kotak Mahindra Capital Company Limited at Morgan Stanley India Company Private Limited at HDFC Bank Limited at ICICI Securities Limited at IDFC Bank Limited at and IIFL Holdings Limited at Investors should not rely on the DRHP for making any investment decision, and should note that investment in equity shares involves a high degree of risk, and for details see the section titled “Risk Factors” in the red herring prospectus, when available.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.”
Private & Confidential

14. Thank You

15. Capital market awareness
Raising of fund
Trading platform for these
securities
Develop an understanding of the capital markets
Raising funds through an IPO
Market making
Underwriting
14 April 2019

16. Appointment of intermediaries
Advisors: To guide company in IPO process.
Merchant Bankers: For preparation of offer document.
Registrar: Processing of dematerialisation, allotment, transfer of the shares etc
Market maker: Two way eligible buy and sell quote for liquidity
Legal advisor: Due diligence of offer document
14 April 2019

17. Conversion of private limited company into a public limited company
Corporate Restructuring
Conversion of private limited company into a public limited company
Alteration of Articles of association
Minimum number of shareholders 7
Raise the paid up capital to minimum Rs. 5 Lacs
Increase the number of directors to minimum 3
14 April 2019

18. Financial information Regulatory compliances Operations
Preparation of offer document
Industry and business
Objects and pricing
Risk factors
Financial information
Regulatory compliances
Operations
Human resources
Legal and statutory information
14 April 2019

19. Due Diligence on the various approvals required from regulatory bodies
Due diligence on the applicability of various regulations
Risk factors associated with the company
External environment effecting the company
Magnitude and listing out of litigations
Business activity
Past performance and financial results
Material contracts and agreements
Detailed report on promoters & management
14 April 2019

20. Road shows for creating awareness about the issue to the investors
IPO marketing
Road shows for creating awareness about the issue to the investors
Effective issuer story backed by third party research
Creating sustainable valuation
Effective communication for better results
14 April 2019

21. Listing Submission of draft prospectus with other documents
Submission of MOA and AOA
Issuance of In-principle approval from Exchange
Submission of Application
Listing agreements & other documents
14 April 2019