SME Listing (SME IPO) Advisory
Advisory for SMEs planning to list on NSE Emerge or BSE SME.
An SME listing, often called an SME IPO, is the issue and listing of a company’s shares on a recognised SME platform such as NSE Emerge or BSE SME, under Chapter IX of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the relevant exchange rules. The firm advises companies considering this route on financial, audit and governance readiness.
Work typically includes an IPO readiness and eligibility assessment, support on restatement of financial statements and the audit work that an offer document requires, due diligence, financial structuring and corporate governance readiness, and coordination with the merchant banker, registrar and share transfer agent (RTA) and legal advisors. After listing, support can extend to periodic compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, including half-yearly reporting, and, where relevant, preparation for migration to the main board.
This work is undertaken from the head office in Thiruvananthapuram and from offices in Kochi (Ernakulam), Kozhikode, Kannur, Alappuzha, Perinthalmanna, Nagercoil, Thoothukudi, Delhi and Dubai.
IPO readiness and eligibility
An IPO readiness assessment looks at whether the company meets, or can meet, the eligibility conditions for listing on NSE Emerge or BSE SME under SEBI ICDR Chapter IX and the exchange’s rules. It also identifies gaps in financial reporting, records, governance and internal financial controls that would need to be addressed before an offer document is prepared.
Restated financial statements and audit support
An SME offer document includes restated financial statements for the periods prescribed by SEBI. Those statements must be audited or certified by a peer-reviewed chartered accountant, as required under the SEBI ICDR Regulations. The firm supports restatement of financial statements and the related audit and attest work, and coordinates where a peer-reviewed auditor’s report is required for the issue.
Due diligence, financial structuring and corporate governance
Due diligence for a proposed SME IPO typically covers financial, tax and business matters that a merchant banker will also examine. Advisory work may include financial structuring and corporate governance readiness — board composition, committees, policies, and internal financial controls (IFC) — so that the company can meet the expectations of the exchange and of SEBI LODR after listing.
Coordination and post-listing SEBI LODR compliance
A listing involves a merchant banker, a registrar and share transfer agent (RTA) and legal advisors. The firm coordinates the financial and audit workstreams with that team. After listing, support can include periodic results, half-yearly reporting and other SEBI LODR compliances applicable to SME-listed companies, and, where relevant, preparation for migration to the main board.
What is included.
- IPO readiness assessment and eligibility review against NSE Emerge and BSE SME rules
- Restatement of financial statements for the offer document
- Audit and attest support for the issue, including coordination where a peer-reviewed auditor’s report is required
- Financial, tax and business due diligence
- Financial structuring advice
- Corporate governance readiness, including board composition and internal financial controls (IFC)
- Coordination with merchant bankers, the RTA and legal advisors
- Post-listing compliance support under SEBI LODR, including periodic results and half-yearly reporting
More in scope (1)
- Support for migration from the SME platform to the main board
How we work.
Scope and steps are agreed for each assignment.
- 01Assess
Review IPO readiness and eligibility against SEBI ICDR Chapter IX and the NSE Emerge or BSE SME rules then in force.
- 02Prepare
Plan workstreams for restated financial statements, due diligence, financial structuring and corporate governance, including board composition and internal financial controls.
- 03Coordinate
Work with the merchant banker, RTA and legal advisors so that financial and audit deliverables meet the issue timetable.
- 04Support
Assist with post-listing SEBI LODR reporting and, where relevant, with preparation for migration to the main board.
Common questions.
What is an SME IPO or SME listing?
An SME listing, often called an SME IPO, is the issue and listing of specified securities of a small and medium enterprise on a recognised SME exchange platform, such as NSE Emerge or BSE SME, in accordance with Chapter IX of the SEBI (ICDR) Regulations, 2018, and the relevant exchange rules.
Who is eligible to list on NSE Emerge or BSE SME?
Eligibility is set out in Chapter IX of the SEBI ICDR Regulations and in the NSE Emerge and BSE SME regulations. Conditions typically include a track record and financial tests such as net worth or operating profit, together with other issuer and promoter-related requirements. Eligibility should be assessed against the rules then in force.
Must restated financial statements for an SME IPO be certified by a peer-reviewed CA?
The SEBI ICDR framework for SME issues requires the restated financial statements included in the offer document to be audited or certified by a peer-reviewed chartered accountant, as prescribed. The merchant banker and legal advisors confirm the requirement that applies to the issue. The firm supports restatement and related audit work, and can work alongside a peer-reviewed auditor where that certification is to be given by another firm.
What post-listing compliance applies under SEBI LODR?
Companies listed on an SME platform must comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, including periodic financial results and other disclosures. The framework for SME-listed entities includes half-yearly reporting, as prescribed in the regulations then in force.
Can an SME-listed company migrate to the main board?
Yes, subject to the eligibility criteria and procedures prescribed by SEBI and the relevant stock exchange for migration from the SME platform to the main board.
General information only - not advice on your specific facts.
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