Listing CriteriaEligibility needs
Eligibility needs
a transaction-specific check
Current exchange criteria are a useful starting point. Formal eligibility must be assessed by the issuer’s appointed merchant banker and the relevant exchange.
Eligibility for SME Listing
This is a plain-English starting point, not an eligibility certificate. Exchange requirements and SEBI regulations change; your appointed SEBI-registered merchant banker must confirm the applicable criteria, documentation and issue structure.
Corporate standing
- For NSE Emerge, the issuer must be a company incorporated in India under the Companies Act, 1956 or 2013.
- The eligibility test is applied at the time the public offer document is filed with NSE, the Registrar of Companies and SEBI.
Capital and financial profile
- NSE Emerge specifies post-issue paid-up capital of no more than ₹25 crore (face value).
- Positive net worth and positive free cash flow to equity in at least two of the preceding three financial years are among NSE Emerge’s current criteria.
Track record
- NSE Emerge requires a three-year track record of the company, promoter/promoting company, or an eligible converted proprietary or partnership business.
- For a converted business, the applicable promoter experience and post-issue holding requirements must also be assessed.
Operating performance
- NSE Emerge currently requires operating profit (EBIDT) from operations of at least ₹1 crore in any two of the preceding three financial years.
- The evaluation should be based on audited financial statements and the facts of the issuer’s business—not projected valuation or a generic turnover threshold.
Offer structure and integrity
- For SME IPOs, an offer for sale may not exceed 20% of total issue size, and selling shareholders may not sell more than 50% of their holding under NSE’s current criteria.
- Use of proceeds must be reviewed carefully. NSE guidance does not permit SME issues where issue proceeds directly or indirectly repay loans from promoters, the promoter group or related parties.
Exchange-specific and legal checks
- NSE Emerge requires that the issuer and promoting companies not have been referred to BIFR, and that no IBC proceedings have been admitted against them.
- BSE SME and NSE Emerge maintain their own current rules and checklists. Eligibility, disclosures and issue structure must be confirmed for the specific exchange and transaction.
Understand your readiness first
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