BSE Limited. BSE SME Platform-Corporate Presentation

 Micro, Small and Medium Enterprises (MSMEs) contribute - 17% of the country's GDP - 45% of the manufactured output - 40% of our exports  Provide employment to about 7.5 cr. people through 4 cr. enterprises.  The Micro Small and Medium Enterprise (MSME) sector forms the largest generator of employment in the Indian economy.  The MSME sector forms a major portion of the industrial activity and produce 7000 different products. About SME Industry 22

3 SMEs rely on informal sources of capital Adequate access to finance is crucial for SMEs to survive and eventually grow beyond their SME Status “ In India, the reality is that SMEs have poor access to finance” “the average SME relies mostly on its own capital and/or informal borrowing from friends and family members for start-up funds and working capital”

4 SME universe is diverse. No one size fits all solution Poor information, fragile systems, weak control/corporate governance Apart from Capital, lack of management resources and bandwidth Institutional funding sources typically target process driven scalable opportunities Difficult to assess and analyse via a template approach/standard format Institutional funding sources not equipped to address. Low return on effort for pure debt financing Formal SME financing in India presents hosts of challenges Consequently banking institutions gravitate towards collateral based financing

 Issuer with post issue face value capital up to Rs.10 crores shall be covered under the SME Platform, Issuer with post issue face value capital between Rs.10 – 25 crores may get listed at SME Platform and Issue with post issue face value capital above Rs.25 crores has to necessarily listed at main board of the Exchanges  Suitable provisions for migration to/ from main board  The minimum application amount as well as minimum trading lot shall not be less than Rs.1,00,000/-  All existing Trading Members would be eligible to participate in SME exchange without any further registration  100% underwritten issues and Merchant Banker/s shall underwrite 15% in their own account  The Merchant Banker to the issue will undertake market making through a stock broker who is registered as market maker with SME Exchange. The Merchant Banker shall be responsible for market making for a minimum period of 3 years SME Exchange – SEBI Guidelines 55

1.Net Tangible assets of at least Rs. 1 crore as per the latest audited financial results 2.Net worth (excluding revaluation reserves) of at least Rs. 1 crore as per the latest audited financial results 3.Track record of distributable profits in terms of sec. 205 of Companies Act, 1956 for at least two years out of immediately preceding three financial years and each financial year has to be a period of at least 12 months. Extraordinary income will not be considered for the purpose of calculating distributable profits. Otherwise, the networth shall be at least Rs 3 Crores. Eligibility Criteria 66

4.Other Requirements The post-issue paid up capital of the company shall be at least Rs. 1 crores The company shall mandatorily facilitate trading in demat securities and enter into an agreement with both the depositories. Companies shall mandatorily have a website. There should have been no change in the promoters of the Company in the one year preceding the date of filing application to BSE for listing on SME segment. 5.Certificate from the applicant company / promoting companies stating the following: 6.a.The Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR). Note: Cases where company is out of BIFR are allowed. b.There is no winding up petition against the company that has been accepted by a court. Eligibility Criteria 7

 The Compliance norms are simplified. Half yearly compliance is required instead of quarterly compliance.  The abridged version of the annual reports need to be sent to the investors instead of the entire annual report and posting the soft copy of the report on the website is sufficient.  The issue expenses will be minimal on the marketing and stationery. However, the issue will be charged for underwriting, sub-underwriting and responsibility of three years market making.  Market making is compulsory for 3 years, unlike on main platform.  Listing fees on BSE SME platform are minimal compared to the main board.  The SMEs with the paid up capital between Rs. 10 crores and Rs. 25 crores has the option to get listed either on main board or on the SME Exchange. How different from Main Board ? 88

 Any SME on BSE SME Platform having a paid up capital more than Rs. 10 crores can move to the main board provided that the special resolution is passed in the AGM in favor with at least two third of the number of votes cast by shareholders other than promoter shareholders and then apply to BSE SME.  The SME migrating to the main board has to comply with all the main board norms like minimum 500 investors, pay main board listing fees and do the quarterly compliance etc. Migration from SME Platform to Main Board 99

 Facilitate capital raising by small and medium enterprises including start-up companies which are in their early stages of growth  Provide easier entry and exit options for informed investors like angel investors, VCFs and PEs etc., to and from such companies  Encouragement in innovation and entrepreneurial spirits in addition to facilitating growth through Mergers and Acquisitions  Relaxed compliance and cost effective listing  Equity Financing will lower the Debt burden leading to lower financing cost and healthier balance sheet  Expand the investors base, which in turn will help in getting secondary equity financing, including private placement  Enhance company’s visibility. Media coverage can provide SME with greater profile and credibility leading to increase in the value of its shares Benefits of Listing 10

 Number of companies listed so far =78, Listed in FY = 23  No. of companies where approval has been given – 9/ No. of companies where DRHPs have been filed and waiting for approval – 9  Total funds raised by 78 companies – Crores  Total Market Capitalisation Crores  Number of Market Makers registered with BSE SME – 86  SME IPO index launched on 14 th December 2012 with 100 as base (Value as on 1 st November 2014 –899.57)  Research reports are being published once the company gets listed Statistics-SME Platform 11 No. of IssuesBSENSE SMEs Listed786 Market-share93%7% * As on 1 st November 14

12 Sectoral Distribution of the Companies