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Axia Advisory Services Pvt Ltd

Background

BSE and NSE two leading platformsfor stock exchanges

Their present listing norms make itdifficult for MSMEs to raise growth

capital [equity] from public at large

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Post-Issue Paid-Up Equity

25 cr

Main

Board

4

This is Post-Issue Paid-Up Equity Capital and

NOT the Net Worth

the present Paid-Up or Authorised EquityCapital

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Other Guidelines

Underwriting

Mandatory for full issue, i.e. 100%

Merchant Bankers to underwrite 15% onown account

Market Making mandatory For a period of 3 years after listing

Min 50 investors required

Not a continuous requirement

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BSE Key Listing Criteria8

*as per latest audited annual report

Net

Worth

MinTangibleNet

Worth of1crore*

Excluderevaluationreserves

Profits

Distributableprofits(s.205CA56) in atleast 2 ofpast 3 FY

Year = 12m

EOI to be

ignored

AdditionalNet Worth

If profitcriteria

is notmet, NW 3crore

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BSE Key Listing Criteria

Post-Issue paid-upcapital to be atleast 1 crore

Max paid-up capital: 25 crore

Other requirements

Only demat shares

Min 50% of public shareholding in demat

Company website

Promoters to be interviewed by BSEsListing Advisory Committee

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BSE Key Listing Criteria

Certificate from applicant /promoters that

Company is not referred to BIFR

Companies out of BIFR are not allowed

No winding up petition accepted by acourt

Promoters to be interviewed by the

Listing Advisory Committee

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BSE Fees

One-Time Listing Fee: 50,000

Annual Fee based on Market Cap

Rs50 crores 50,000

Use of Book Building Software(based on Issue Size)

Rs25 crores 4.0 lakhs

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Preparatory

Financials

Secretarial

Corporate Governance

Disclosures Others

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Preparatory Financials

Minimum past 3 years

Detailed financials to be provided

Comparable

Restatement may be required

Group brief financials

Minimum equity capital / net-worthrequirement

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Preparatory Secretarial

Board Meeting

Authority and Delegation

AGM / SGM

Banking Accounts

Loans

Expansion Board discussions

Financial viability / forecasts

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Preparatory - Corp Governance

Independent Directors

Committees of Board

Audit

Remuneration

Shareholder Grievance

CV of all promoters

Including certificates, if applicable

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Preparatory IPO Disclosures

Financials of all group entities

Companies

Partnerships

HUF

Proprietary

List of Family of Promoters

Key Management Personnel

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Post IPO Disclosures

Results Declaration SME Exchange Half-Yearly

Need not publish financial results can make it available on their website

Announcements for all major events Purchase / Sale of company shares by

promoters / management

May send to shareholders statement of salient features of all

documents [proviso to s.219(b)(iv) CA,1956] instead of full Annual Report

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Others

Shares to be mandatorily in

dematerialised form

Registrar and Share Transfer Agent

Depository

Detailed listing of all ongoinglitigation

Labour / suppliers / clients / etc

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Preparatory Checklist 1 / 4

Keeping Annual Reports on accounts

ready Detailed Disclosures about the past

financial performance

Future Projections (CMA Data) for atleast next 3 years

Conversion of private limited companyto public limited

Appointing full time company secretary(Compliance Officer)

50% independent directors

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Preparatory Checklist 2 / 4

Due diligence on the applicability of

various Regulations

Due diligence (Legal) by Legal firms

Due Diligence on the various approvals

required from Regulatory Bodies Detailed disclosures about the

Promoters & Management

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Preparatory Checklist 3 / 4

Detailed disclosures about the Risk

Factors Detailed disclosures about the External

Environment effecting the company

Detailed disclosures about thelitigations, its magnitude andramifications

Detailed disclosures about the Business

activity Documenting the Material Contracts

and Agreements

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Preparatory Checklist 4 / 4

Selection of

Investment Banker

Registrar and Transfer Agent (RTA)

Syndicate Member

Escrow Bankers

electronic media and

advertising agency

* Not full list, only indicative

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Listing Process

Convert toPublic

Limited (X)

Conversiondocs to ROC- MoA / AoA,

etc (X+5)

ROCApproval forConversion

(X+7)

Appointmentof RTA (X+7

/ X)

Appointmentof MD, WTD,

ID, CS

(X+12)

Constitutionof

Committees(X+15)

Preparationof website

(X+18)

Tri-PartiteAgreement:

NSDL &CDSL

(X+18)

Peer reviewauditors +Restatedfinancials(X+18)

Appointmentof MB / MM

(X+18)

Preparationof Project

Report andRHP (X+35)

RHP toSE/SEBI(X+35)

Clearancefrom SE(X+65)

Filing of RHPwith ROC +

ROCclearance(X+70)

FinalProspectus

to SE / SEBI(X+75)

Opening ofthe Issue(X+80)

Closing ofthe Issue(X+83)

Allotment ofShares(X+90)

ListingApplication

with SE(X+93)

Listingapproval

from SE(X+95)

Demat creditof shares(X+96)

TradingApplication

to SE(X+98)

TradingApprovalfrom SE(X+100)

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A i Ad i S i P t Ltd

Thank You

CA Mehul Mukati

Director, Axia Advisory Services Pvt Ltd

contact@axiaindia.com