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NSE Emerge Eligibility Criteria

NSE Emerge Eligibility Criteria

Official listing requirements and financial benchmarks for the National Stock Exchange (NSE) SME Platform.

Statutory Compliance

Conditions precedent to listing based on Indian statutes.

The issuer must adhere to all conditions arising from the following statutes and their subordinate instruments:

Securities Contracts (Regulations) Act, 1956
Companies Act, 1956 / 2013
Securities and Exchange Board of India Act, 1992
Rules, regulations and circulars by relevant authorities

01. Professional Eligibility

Primary requirements for incorporation, capital and track record.

Incorporation

Indian Entity

Issuer must be incorporated in India under Companies Act, 1956/2013.

Post-Issue Capital

₹25 Crores

Post-issue paid-up capital (face value) must not exceed this limit.

Track Record

3 Years

For the company, promoters, or converted predecessor entity.

Critical Notes on Track Record:
Promoters: One or more persons with 3+ years experience in the same line of business holding 20%+ post-issue equity individually or severally.
Conversion & Audits: Must have 1 full FY operations after incorporation. Converted entities must comply with Schedule III certified by ICAI Peer Review auditor.

02. Financial Performance

Benchmarks for operating profit, net worth and cash flows.

Operating Profit (EBIDT)

₹1.00 Cr+

In any 2 out of 3 previous financial years.

Free Cash Flow (FCFE)

Positive

FCFE must be positive for at least 2 of 3 previous years.

Net Worth

Positive

Company's net worth must be in positive territory.

OFS & Convertibles

  • OFS Component LimitMax 20%
  • Shareholder Portfolio ExitMax 50%

No Convertibles: No outstanding convertible securities (excl. ESOPs) are allowed at the time of filing.

Promoter Lock-ins

1

Minimum 20% contribution locked for 3 Years post allotment.

2

Excess over 20% locked in phases: 50% for 1 year, 50% for 2 years.

Non-Promoter Lock-in

6 Months from date of allotment

IPO Proceeds & Financial Proof

GCP Limits

General Corporate PurposeMax 15% or ₹10 Cr
Aggregate GCP + UnidentifiedMax 25%

Strict Prohibition

Proceeds cannot be used for repayment of loans from promoters or related parties.

Firm Financial Arrangements

The issuer must make firm arrangements through verifiable means for:

75%
Of Proposed Means
of Finance (Excl. IPO)

Regulatory Clean Slate

  • No regulatory actions against promoters.
  • No Wilful Defaulters or Economic Offenders.
  • No BIFR/IBC proceedings against company.
  • No winding-up petition in court.

Listing Mandates

  • Functional corporate website is required.
  • 100% Promoter demat holding mandatory.
  • Market Maker appointment for 3 years.
  • 100% Issue underwriting by Merchant Banker.

Documentation Norms

  • 21-day public review of SME IPO DRHP.
  • Auditor certificate for fund utilization.
  • Monitoring Agency if issue > ₹50 Cr.
  • 6 months cooling gap for re-application.

Specialized Business Segments

NSE Emerge Exclusive

A. Technology Startups

Revenue

₹10 Cr+

Annual Growth

20%+

Pre-Issue Capital Requirement

At least 10% held by QIBs, or Angel Investor Network/PE Firm (with 25+ startups & ₹50 Cr+ investment portfolio).

B. Institutional Trading (ITP)

Dedicated segment for tech and innovative entities with significant institutional backing.

Cat A

Tech/Innovation (25% QIB shareholding)

Cat B

Other Entities (50% QIB shareholding)

Standard EBIDT/FCFE criteria do not apply to ITP-listed entities.

Offer Document Disclosure Requirements

Regulatory actions

Disclosure of any material disciplinary action by a stock exchange or regulator in the past year for promoters and group companies.

Financial Defaults

Defaults in payment of interest/principal to banks or financial institutions during the past three years. Auditor's Certificate required.

Litigation Record

Complete record of pending litigation for the applicant, promoters and group companies including nature and current status.

Director Integrity

Status of criminal cases or investigations against directors involving serious offences (Murder, Rape, Forgery, or Economic offences).

Min Allottees

200 Investors

At the time of allotment

Min Application

₹2.00 Lakhs+

Minimum lot size requirement

Public Float

25% Shares

Minimum post-issue shareholding

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