Initial Public Offering (IPOs) has emerged as one of the most sought-after sources to raise capital and unlock new growth opportunities. India’s IPO landscape is evolving, with clear distinctions between SME IPO and Mainboard IPO. Through IPO, the companies give an offer to buy its shares for the first time, investors get an opportunity to invest in the growth-oriented companies and participate in the earnings of the company. However, an investor shall do proper IPO review and IPO analysis to decide whether to apply for IPO or not.
An Initial Public Offering (IPO) is the process through which a privately held company offers its shares to the public for the first time. Once listed, these shares are traded on stock exchanges like the NSE (National Stock Exchange) or BSE (Bombay Stock Exchange) in case of a mainboard IPO. NSE Emerge and BSE SME are the SME platforms for listing of SME companies.
Listing and IPO increases the transparency with regulatory compliance requirements, and unlocks liquidity for existing shareholders.
Transition from Private to Public
An IPO is a significant turning point for any company, marking its transition from privately held to publicly listed company. Once a company completes its IPO, its shares are made available for purchase by the general public on recognized stock exchanges. The company becomes accountable to a wide range of public shareholders and must adhere to strict regulatory norms, corporate governance standards, and financial disclosure requirements.
Regulatory Filings result in transparency
Companies planning to launch IPO are required to comply with strict regulations set by the SEBI. As a part of regulatory compliance, companies must file key disclosure documents such as Draft Red Herring Prospectus (DRHP) and the Red Herring Prospectus (RHP). These documents provide detailed information about the company's financials, business operations, risks involved, objectives for raising funds, and background of the promoters and management. The mandatory disclosures ensure transparency, enabling investors to make informed decisions and fostering trust and confidence in the capital market.
While capital-raising is the most visible reason for going public, the benefits of launching an IPO in India are multi-dimensional:
There are two types of IPO- SME IPO and Mainboard IPO. SME IPO is suitable for companies which are at a growing stage and smaller in operations as compared to a large scale company. These SME companies must be eligible for SME IPO as laid down under the SEBI ICDR Regulations (2018).
➤ SME companies: Companies with a post-issue paid-up capital between ₹1 crore and ₹25 crores.
➤ Listing Platforms: BSE SME or NSE Emerge. Each stock exchange has IPO Eligibility Criteria for Initial Public Offer and listing purposes.
➤ Compliance Requirements: Streamlined regulatory requirements compared to the Mainboard, including relaxed profitability norms and simplified disclosures.
➤ Investor Base: Primarily HNIs, institutional investors, and retail participants
➤ Migration to Mainboard: Listed SME companies can later shift to the Mainboard platform on fulfilling the criteria of Migration to Mainboard.
Mainboard IPO is for large scale companies that have grown with vintage. Large companies with strong financial track records, broader operations, and the ability to meet regulatory requirements of SEBI can opt for Mainboard IPO.
A company has to fulfil the Mainboard Eligibility criteria for launching IPO on NSE and BSE stock exchanges of India. Under QIB route of Mainboard IPO, a loss making company is also eligible for IPO provided it fulfills the criteria.
Understanding the difference between these two types is essential not only for companies preparing to list, but also for investors evaluating risk and potential. Each route comes with its own set of eligibility criteria, regulatory compliance, investor expectations, and long-term implications.
➤ Large Companies- Companies with a minimum post-issue paid-up capital of ₹10 crore or more.
➤ Listing Platforms: BSE (Mainboard) and NSE (Mainboard).
➤ Compliance: Full SEBI listing obligations apply, including detailed disclosures, 3-year profitability records, governance norms, and corporate governance transparency.
➤ Investor Base: Includes retail investors, mutual funds, banks, FIIs, large institutions also known as QIBs.
Before investing, it is important to understand that SME IPOs (Small and Medium Enterprises IPOs) and Mainboard IPOs serve different types of companies and investors. While both involve raising funds from the public, they differ in terms of company size, regulatory requirements, listing platforms, and investor eligibility.
Knowing these differences helps investors choose the right IPO based on their risk appetite and investment goals:
S.no |
Basis Of Difference |
SME IPO |
Mainboard IPO |
---|---|---|---|
1 |
Meaning |
SME IPO gives an opportunity to small and medium companies to raise funds by going public. |
Matured and large scale companies with already established market positions go public by listing on the mainboard platform. |
2 |
Objective |
Access to capital, visibility, exposure to investor’s expertise are the main objectives. |
Raising substantial funds and exit to existing investors by Offer for sale. |
3 |
Benefit |
Improves organizational structure and brings professional management on board. |
Increase liquidity and provide flexibility for strategic decisions. |
4 |
Post Issue Paid-Up Share Capital |
For listing purposes, the post-issue paid-up equity of the company should not be more than 25 crores. |
For listing purposes, the post-issue paid-up equity of the company should not be less than 10 crores. |
5 |
Listing Platform For IPOs |
Listed on SME platforms of BSE SME and NSE Emerge. |
Listed on BSE and NSE. |
6 |
Cost and Expenses |
Lower costs and expenses due to reduced compliance requirements. |
Higher costs and expenses due to complex compliance requirements. |
7 |
Profitability Criteria |
The company must be profitable at operating level (EBITDA) for two out of three financial years. |
Even a loss making company can be listed on the Mainboard platform. |
8 |
Regulatory Framework |
Governed by less stringent regulations of respective stock exchanges. |
Governed by stricter regulations by SEBI. |
9 |
Timeline |
SME IPO takes approximately 4 to 5 months. |
Mainboard IPO takes approximately 6 to 12 months. |
10 |
Merchant Bankers |
SME merchant bankers in India have to compulsorily underwrite the issue as per ICDR regulations. |
Merchant bankers are usually large banks, financial institutions where underwriting is not mandatory |
11 |
Types Of Anchor Investors |
Anchor investors are usually large family offices. SME IPO anchor investors must invest at least 1 crore in a SME IPO. |
Mainboard IPO anchor investors must invest at least 10 crore in a Mainboard IPO. |
12 |
Approval of SEBI |
DRHP/RHP approval is done by the respective Stock exchanges. |
Approval of SEBI for DRHP is a preliminary condition for Mainboard IPO. |
13 |
Post Listing Compliances |
Half Yearly-Less complex compliance requirements. |
Quarterly - Complex compliance requirements. |
14 |
Market Making |
Market making is compulsory for a period of 3 years. |
Not Mandatory. |
The BRLM who has been appointed for the IPO usually raises the funds. Else the companies may arrange for investors themselves in their investor community.
NSE and SME stock exchanges both have the SME IPO platform. The company can be listed on either of them.
To list on the NSE for a Mainboard IPO, a company must have ₹10 crore paid-up capital, ₹25 crore market capitalization, a 3-year track record, and comply with legal requirements, with no insolvency or debt defaults.
To list on the BSE, the company must have ₹10 crore paid-up capital, raise at least ₹10 crore in the IPO, and have a ₹25 crore market capitalization post-issue.
For more details, please refer to Link https://www.ipoplatform.com/blogs/difference-between-mainboard-and-sme-ipo/127
SME IPO
To list on NSE Emerge and BSE SME, a company’s post-issue capital should not exceed to Rs 25 crore a 3-year track record, and profit in 2 of the last 3 years. The company must have, ₹1 crore net worth, ₹3 crore net tangible assets, and at least 1 year of operating profit or a 3-year track record from its predecessor.
For details on NSE SME eligibility, refer to Link https://www.ipoplatform.com/blogs/nse-sme-eligibility-criteria/135
For details on BSE SME eligibility criteria, refer to link https://www.ipoplatform.com/blogs/bse-sme-eligibility-criteria/134
IPO advisors or SME IPO Consultants play a crucial role in guiding the company through the IPO process. They assist with structuring the offering, preparing necessary documentation, IPO pricing with fair valuations, ensuring regulatory compliance, due diligence activity, and helping market the IPO to potential investors. Their expertise ensures a smooth and successful public listing.
IPO platform in India provides information on upcoming IPOs on NSE Emerge and BSE SME and list of merchant bankers and anchor investors. Role of IPO advisor is important in the success of the listings.
The IPO process begins with the company’s decision to go public, followed by hiring key advisors such as IPO advisors, investment bankers, legal experts, and auditors. IPO advisors assist in finalizing the Best merchant banker in India. The lead manager carries out the IPO process and files DRHP.
Top 10 Merchant Bnakers in India
Once SEBI/Stock Exchanges approves the DRHP, the company sets the price band or fixed price for shares and conducts a roadshow to generate investor interest.
Know more about DRHPs in detail.
After the IPO opens for subscription, investors can apply for shares, and the allotment will be made on the demand. Finally, the company’s shares are listed on the stock exchange, marking its entry into the public market.
A SME IPO is an IPO issued by a Small and Medium Enterprise on a stock exchange’s SME platform. These platforms, NSE Emerge or BSE SME, are tailored for small companies looking to raise funds with fewer compliance obligations than the Mainboard. SME IPOs require a minimum post-issue capital of Rs. 1 crore and up to Rs. 25 crores. SME benefit by getting capital for business expansion and gaining visibility. Investors get a chance to invest in early-stage growth businesses. However, SME IPO may have higher risk compared to Mainboard IPOs due to limited track record and liquidity.
Mainboard IPOs are launched by larger companies and listed on the primary stock exchanges like NSE and BSE. They must meet stricter eligibility norms, such as a minimum post-issue capital of Rs. 10 crores and profitability track record. In contrast, SME IPOs cater to smaller businesses with less compliances. SME IPOs are listed on dedicated platforms like NSE Emerge or BSE SME. Investors should consider liquidity, company fundamentals, and compliance standards when investing. Mainboard IPOs offer more liquidity and are suitable for a wider range of investors, including large institutions.
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