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Legal Framework for SME IPOs In India

  • Candour Legal
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  • June 8, 2023

Legal Framework for SME IPOs In India


India is renowned for its flourishing small and medium enterprises (SMEs), which contribute significantly to the country’s economic growth. However, despite their potential, many SMEs struggle to access capital needed for expansion, especially when compared with larger corporations. This has led to a growing interest in SME initial public offerings (IPOs) as a means of accessing funds through the stock market. In this blog post, we will explore the legal framework surrounding SME IPOs in India and discuss the benefits of listing on an exchange as well as challenges faced by these companies during the process.

The current state of SME IPOs in India

SME IPOs (Initial Public Offerings) in India have been gaining significant attention over the past few years. Currently, SME IPOs are regulated by the Securities and Exchange Board of India (SEBI), which has introduced a separate regulatory framework for small and medium enterprises to raise capital through public offerings.

The current state of SME IPOs in India is quite promising as more and more companies are considering going public to raise funds. According to SEBI, around 403 companies have been listed on BSE SME platform so far with a total market capitalization exceeding INR 11,526 crore ($1.6 billion).

In recent times, there has also been an increase in investor participation in these SME IPOs due to their potential for high returns. Furthermore, technology advancements have made it easier for investors to access information about these companies.

However, despite these positive developments, there are still challenges that need to be addressed such as lack of awareness among SMEs regarding listing requirements and costs involved. Additionally, regulatory compliance can be burdensome for small businesses.

Though, the current state suggests that SME IPOs hold promise for both businesses looking to raise capital and investors seeking profitable opportunities.

The legal framework for SME IPOs in India

The legal framework for SME IPOs in India is governed by the Securities and Exchange Board of India (SEBI) which regulates the securities market. SEBI introduced the “Issue of Capital and Disclosure Requirements” (ICDR) regulations in 2009 to streamline the process of raising funds through public offerings.

Under these regulations, SMEs can go public through an initial public offering (IPO) or a further public offer (FPO). The eligibility criteria include a profitable track record for at least three years, net worth above Rs. 3 crores, and minimum issue size of Rs. 10 crore.

SEBI also introduced a separate platform called “BSE SME” and “NSE Emerge” for SMEs to list themselves on stock exchanges. The listing fees are lower compared to mainboard companies with relaxed disclosure requirements.

To protect investors’ interests, SEBI has mandated that all disclosures related to financial performance, risk factors, management discussion & analysis should be made available on company websites before filing with stock exchanges.

While the legal framework for SME IPOs in India provides easier access to capital markets for small businesses; compliance requirements may pose challenges due to high costs associated with audits and regulatory filings. Nonetheless, it remains a viable option for ambitious entrepreneurs looking at expanding their business operations.

The benefits of listing on an exchange

Listing on an exchange can provide numerous benefits for small and medium-sized enterprises (SMEs) in India. Firstly, by going public, SMEs are able to raise capital from a wider pool of investors than through traditional financing methods. This can help them to expand their operations, invest in new projects and ultimately grow their business.

Secondly, being listed on an exchange provides increased visibility and credibility for the company. It allows them to showcase their achievements and attract potential customers or partners who may have been previously unaware of their existence.

Thirdly, listing on an exchange can also increase the liquidity of the company’s shares. This means that shareholders who wish to sell their stake can do so more easily than if they were invested in a privately held company.

Being publicly traded brings greater transparency and accountability to the company’s operations as they are subject to regulations such as mandatory disclosure requirements and regular audits. This helps build trust with stakeholders including investors, employees and customers.

Listing on an exchange provides many benefits for SMEs but it is important for companies considering this option to evaluate whether it is right for them based on their specific goals and circumstances.

The challenges faced by SMEs in India when going public

Going public is a significant milestone for any company, but it can be especially challenging for SMEs in India. One of the biggest hurdles they face is the lack of awareness and knowledge about the IPO process. Many small businesses are not equipped with the expertise or resources to navigate complex regulations and compliance requirements.

Another challenge that SMEs encounter when going public is access to funding. Unlike larger companies, SMEs may find it difficult to attract institutional investors or raise sufficient capital through their IPO. This could result in lower valuations and reduced demand from retail investors.

Additionally, maintaining transparency and accountability throughout an IPO journey can be quite overwhelming for SMEs who have limited experience working with regulatory bodies such as SEBI (Securities Exchange Board of India). Non-compliance with these regulations can lead to severe penalties and reputational damage.

Once listed on an exchange, many SMEs struggle to maintain investor interest over time due to smaller market capitalizations compared to larger firms. This can result in illiquidity concerns leading some shareholders unable to exit their investments at desired prices.

Despite these challenges faced by Indian SME’s when going public, there are specific measures taken by regulators like SEBI focused on easing out procedures while ensuring transparent disclosures which will encourage more Small Businesses towards listing its shares on exchanges promoting financial inclusion among various sections of society & also raising funds efficiently needed for growth opportunities identified by them


The legal framework for SME IPOs in India has been designed to benefit small and medium-sized enterprises. The platform provides these businesses with access to capital markets, which can help them grow and expand their operations. However, despite the benefits of listing on an exchange, SMEs still face several challenges when going public.

To overcome these obstacles and succeed in their fundraising efforts, it is essential that businesses work closely with experienced professionals who can guide them throughout the process. By doing so, they can ensure compliance with regulations while also optimizing their offerings to attract investors.

If done correctly, listing on a stock exchange through an IPO can be a game-changer for SMEs in India looking to take their business to new heights of success.

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