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Pantomath CapitalInvestment Banking | M&A | Capital Markets

Scope Document-

Direct Listing on

NSE Ltd.May 2021

ContentsOverview and Key Contours 1 2

Eligibility Criteria for Direct listing2 3

ParticularsPage No.

Scope of Work3 5

Pantomath hand holding-End to End Execution4 6

Legal Framework5 7

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Listed Companies on BSE Ltd. have the option of direct listing of its securities on

NSE Ltd.

Overview and Key Contours

Direct Listing is a process through which a

company having its equity shares already

listed on the stock exchange gets its equity

shares listed on any other stock exchange.

Recently NSE has allowed companies whose

securities are listed on BSE to further list its

securities with NSE. Such companies may

apply for listing under direct listing mode by

fulfilling the pre-requisites laid down by NSE

and as explained in the next slides.

Access to vast network of NSE

trading members

Better and Increased Visibility

Benefits of dual listing

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Eligibility Criteria for Direct Listing (1/2)

Particulars Eligibility Criteria Norms

Networth Rs. 75 crores (in each previous three FY)

i)EBITA; or

ii)Dividend Paid; or

iii)Market Capitalization (full).

Positive EBDITA in each of the three preceding financial years

Paid for 2 out of 3 yrs.

Average Market capitalization of the company to be more than INR 1,000 Cr for a

6 (six) months period prior to the date on which the listing application has been

made

Atleast 3 years track record The Applicant Company shall have atleast 3 years track record

No. of Public Shareholders The Applicant company shall comply with Minimum public shareholding.

Company Website Applicant shall have Functional and updated website

Processing Fees 0.05% of issue size; maximum – Rs. 30,00,000

Annual Listing Fees Rs. 2,90,000 or based in the Company’s Paid up Capital

Listed on RSE

The applicant company should have been listed on any other recognized Stock

Exchange for at least last three years or listed on the exchange having nationwide

trading terminals for at least six months

SEBI registered SCORES ID Applicant company shall have SEBI registered SCORES ID.

https://www1.nseindia.com/corporates/content/eligibility_criteria.html

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Eligibility Criteria for Direct Listing (2/2)

Particulars Eligibility Criteria Norms

Investor grievance

Applicant company, promoters/promoting company(ies), group companies, companies promoted by

the promoters/promoting company(ies)(listed entity) should have pending investor grievance (if any)

not be more than 30 days

Defaults in respect of payment

of any borrowings /debt or

interest thereto

Defaults in respect of payment of interest or debt by the applicant company, promoters/promoting

company(ies), group companies, companies promoted by the promoters/promoting company(ies)-

Details of Litigation The Applicant company shall provide Clarification to exchange w.r.t details of Litigation, if any.

Rejection cooling off period The application of the applicant company should not have been rejected in last 6 months.

Audit qualificationThe applicant company should not have audit qualification w.r.t. going concern and adverse opinion

or disclaimer of opinion pertaining to financials.

Avg. daily turnover for last 6

monthsMinimum average daily turnover during last 6 months (value) - Rs. 10 lakhs

Avg. daily trades for last 6

months Minimum average daily number of trades during last 6 months (count) – 50

Trading above FVSecurities of the company should be trading above face value during six months preceding the date

of application.

Cooling periodCooling period of two months from the date the security has come out of trade-to-trade category or

any other surveillance action, by other exchanges where the security has been actively listed.

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A

1.Preliminary examination

and evaluation of Company

Action Plan for

Intermediary Divisions

Preliminary examination and

understanding of Company

details;

Evaluation of compliances under

Companies Act, 2013, SEBI Act

and Regulations made thereunder

and Stock Exchange parameters

for direct listing of the Company

at NSE;

Providing our insights in the form

of a presentation, encapsulating

adherence to eligibility criteria

norms by Company, estimated

key costs, indicative steps and

time-frame involved;

Assistance in ensuring adherence

to eligibility criteria norms.

A structured way to help Companies for Direct Listing at NSE

Scope of Work

Preliminary

examination and

evaluation of CompanyB

Compliance with

corporate governance

obligationsC

Drafting of documents

and Intermediary

assistanceD

Filing of in-principle,

Listing and Trading

Applications with NSE

Providing a ‘periodical compliance

calendar’ exhibiting applicable

compliances and timeframe thereof.

The applicable compliances shall be

determined keeping in mind the

following laws / regulations:

o The Companies Act, 2013;

o The SEBI Act and Regulations

made thereunder

Analysis of the compliances done by

the Company with the applicable

compliances and finding

discrepancies therein;

Assisting in taking measures for

compliance of corporate governance

obligations;

Drafting of undertakings / reports /

certificates required for complying

with compliance with corporate

governance obligations;

Assisting in updating Company

website in accordance with

compliance requirements.

Drafting of notice / agenda /

resolutions for obtaining board and

shareholder approval;

Drafting of Information

Memorandum and all supporting

documents;

Assistance in obtaining certificates

from PCA / PCS pertaining to

compliance with corporate

governance requirements,

networth and distributable profit;

Assistance in obtaining new ISIN

for securities;

Assistance in obtaining

confirmation letter from BSE

certifying that the securities

proposed to be listed are not under

suspension;

Assistance in filing relevant Forms

with ROC.

Assistance in executing the Listing

Agreement with NSE;

Drafting of the in-principle, listing

and trading application and all

supporting documents;

Submitting the in-principle, listing

and trading application to NSE;

Liaising with NSE, providing

clarification / information and

resolving its queries, if any;

Co-ordinating and obtaining the

in-principle, listing and trading

approval from NSE.

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Identifying the criteria and exchange requirements

Plotting the Exchange criteria & requirements vis-à-vis the

Company

Preparing application to be submitted to NSE

Drafting of other documents, certificates, undertakings,

annexures etc.

Preparing profile of the company, KMPs & other

details related to business

Co-ordination with BSE for Compliance Certificate & Recommendation Letter

Preparation of IM & other documents to be submitted to

NSE

Co-ordination with NSE for receiving in principle approval

of NSECoordination with

Intermediaries

Co-ordination with NSE for final trading approval

Pantomath’s Handholding: End to End Execution

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Legal & Regulatory Framework (bird’s eye view)

Depositories LawForeign Exchange Management Act (FEMA), 1999 & Regulations issued

there under, if applicable

Companies Act, 2013

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations

SEBI (Prohibition of Insider Trading) Regulation, 1992

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Pantomath

- Know Your Manager to DIRECT Listing

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Our Founders & Directors

Mahavir Lunawat Group Managing Director

Pantomath Group

Madhu Lunawat Executive Director

Pantomath Group

Our Founders Independent Directors

• Mr. Ambareesh Baliga has over 35 years of

experience in Wealth Management, Fund

Management, Corporate Advisory, Retail Finance &

Stock Broking.

• Mr. Baliga is acknowledged for his acumen and deep

understanding of the markets

• Former Secretary in the Ministry of MSME, Govt. of

India

• Belongs to 1982 batch of Indian Administrative

Service (IAS)

• Served as Commissioner at Central Provident Fund

Commissioner, Additional Chief Secretary to the

Government of Haryana

Ambareesh Baliga

K K Jalan

Group Founder, Mr. Lunawat who is a CFA Level II

(AIMS, US), ICFAI FCS and PGDSL, and who has stints

with top notch organizations viz. ITC Ltd. RIL, and PwC.

With over 15 years of vast exposure, Mr. Lunawat has

handled IPOs, mergers, Demergers, and advised on

various mega restructuring projects.

Mr. Lunawat is currently Vice Chairman of Association

Member of Investment Bankers of India (“AIBI”) and

represents on various experts/ committees formed by

SEBI, Stock Exchanges & trade bodies/ chambers.

CA Madhu Lunawat also had stints with leading

organizations viz. Infosys, ASREC, and Edelweiss.

Ms. Lunawat served as CFO of Edelweiss ARC

immediately before joining the Board of Pantomath

Capital

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Our Credentials - Building Relationships, Based on Trust

100+Completed fund raising

transactions

500+Clients served

100+PE and Strategic deals in pipeline

10,000+ Investor network

100+Committed Team

Pantomath Network Offices Across the Globe

5000+Corporates engaged

500+Valuation Transactions

12 +Countries’ Global Network

30+Industries covered

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ItalyHong Kong

France

Germany

Poland

Czech Republic

UK USASwitzerland

Greece India

India’s Leading Investment

Banking Platform for Mid-Market Businesses with

Dedicated capital market division

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Disclaimer

This confidential document has been prepared by “Pantomath Capital Advisors Private Limited” (Pantomath) on the basis of information

available in public domain. While the information contained herein has been prepared in good faith, neither Pantomath nor any of its directors,

offices, agents, employees or advisers give have given or have the authority to give, any representations or warranties (express or implied) as to,

or in relation to, the accuracy, reliability or Completeness of the information in the presentation, or any revision thereof (all such information

being referred to as “information”) and any liability therefore is expressly disclaimed .

Accordingly, neither Pantomath nor any of its directors, officers, agents, employees or advisers take any responsibility for, or will accept any

liability , whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, in respect of the accuracy or completeness

of the information or for any of the opinions contained in the presentation or for any errors, omissions or misstatements or for any loss/ damage,

be it tangible or intangible, howsoever arising, from the use of this Presentation.

This Presentation and its contents are confidential. Accordingly, this presentation and its contents are on the basis that they will be held in

complete confidence. By accepting a copy of this Presentation, the recipient agrees to keep its contents, and any other information regarding

the assignment, which is disclosed to such recipient, confidential, and shall not divulge or cause to divulge any information contained herein, in

part of in full, without the prior written consent of Pantomath

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