• Neha Verma
  • img September 30, 2026

Checklist for in-principle approval of Initial Public Offer (Main Board)

The IPO listing process involves filing the DRHP/offer document with the Stock Exchange, submitting the application and required documents through NEAPS, and obtaining in-principle approval. After SEBI/Exchange approval, the company opens the issue, completes allotment and listing formalities, and submits final listing documents. Main Board and SME IPOs follow broadly similar steps, with some differences in approval and eligibility requirements.

 

PROCESS FOR COMPANY TO LIST ITS SHARES

  1. IPO (Main Board and SME)
  1. Company files DRHP/DP with Stock Exchange
  2. Exchange uploads the DRHP/DP on the Website of the Exchange
  3. Company has to file an application on NEAPS and attach the relevant documents as per the Checklist specified by the Exchange
  4. Exchange does preliminary check & verifies the application and seeks replies to queries ( if any)
  5. Exchange issues in-principle approval to the Company
  6. Company has an intention to open the Issue, within 12 months, post the SEBI approval in case of Main Board & post Exchange approval in case of SME Issue 
  7. One day prior, to the issue open, the company has to submit the 1% security deposit to Designated Stock Exchange (DSE)
  8. One day prior, to the issue open, the company allocates the shares to the Anchor investor (if any)
  9. Issue can be open for minimum of 3 days and maximum of 10 days  
  10. Issue Close (T Day – Working day)
  11. On T+1 working day the Company submits the documents as per the checklist of the Exchange 
  12. On T+1 working day basis of allotment is carried out at DSE
  13. On T+2 working day company submits the Listing Documents to the Exchange.
  14. On T+2 working day company submit Credit Confirmation from the Depository i.e. dematerialised shares to the allottee’s account & Exchange will issue a circular to the Market for listing of shares with effect from T+3 working day
  15. On T+3 working day Company gets listed on the Exchange

 Note: T stands for Trade/Working Day

 

Checklist for in-principle approval of Initial Public Offer (Main Board)

 Part A: Documents/details to be submitted to the Exchange in NEAPS

Sr.No.

Particulars

1.

Draft Offer Document

2.

Certified true copy of resolution passed by Board of Directors and Shareholders authorizing the proposed issue

3.

Copy of Covering Letter filed with SEBI by the lead manager(s) at the time of filing / pre-filing of draft offer document (as the case may be) & acknowledgment through which Draft offer document was filed with SEBI along with following certificate to be submitted by Lead Manager Due Diligence Certificates and all Annexures.

(In case of Issue of Convertible Debt Instruments, provide due diligence certificate from the debenture trustee as per Form B of Schedule V of SEBI (ICDR) Regulations 2018.)

4.

Permanent Account Number, Bank Account Number, Driving License Number, Aadhaar Card Number, Passport Number of the Promoter/s and in case the promoter is a body corporate, also provide company registration number or equivalent & address of the Registrar of Companies with which the promoter is registered;

5.

Annual Reports of the Issuer for the last five years (including Audit Report, Board’s Report, etc.)

(In case five years have not elapsed, submit since inception)

6.

Certified copies of Incorporation Certificate, Memorandum of Association & Articles of Association of the Issuer

7.

Undertaking form BRLM(s) / Lead Manager(s) confirming that the draft offer document contains:

  1. All material disclosures which are true and adequate to enable the applicants

to take an informed investment decision.

  1. All the disclosures that are specified under the Companies Act, 2013; and
  2. All the disclosures that are specified under Part A of Schedule VI of the SEBI (ICDR) Regulations, 2018

8.

Copy of Form 32/DIR 12 filed with the ROC for appointment of directors and company secretary.

9.

Confirmation from the Issuer Company and BRLM (s)/ Lead Manager(s) confirming that:

  1. The Company is eligible to make an issue under SEBI (ICDR) Regulations, 2018 and is in compliance with Regulation 5 and 7 of said regulations.
  2. The Company is in compliance with all the eligibility criteria of the Exchange for listing on Main Board.
  3. The Company is in compliance with the eligibility requirement for an IPO as laid down under Regulation 6(1) or Regulation 6 (2) of SEBI (ICDR) Regulations 2018 as may be applicable. Further in case of issues filed under Regulation 6 (2) of SEBI (ICDR) Regulations 2018, the applicant company will allot at least 75 % of the net offer to Qualified Institutional Buyers and will refund the full subscription money if it fails to do so.
  4. the Issuer is eligible to make the Initial Public Offer in terms of Regulation 34(1) of SEBI Delisting of Equity Shares) Regulations, 2021
  5. In case of offer for sale of shares in proposed IPO by the existing shareholders, the selling shareholders are in compliance with the Additional Conditions for an Offer for Sale laid down under Regulation 8 of SEBI (ICDR) Regulations 2018
  6. There are no restrictive clauses in the Articles of Association of the Company with respect to issue, transferability and/or listing of securities, and if any restrictive clauses are found, they will be amended/deleted before listing;
  7. The provisions of the Memorandum and Articles of Association are not inconsistent with the clauses of the Listing agreement or any other applicable law, Rules or Regulations.
  8. For the proposed IPO, the company has complied with all the statutory requirements including requirements of The Companies Act, 2013, SEBI Act, RBI Guidelines, SEBI (ICDR) Regulations, 2018 etc. and no statutory authority has restrained the company from issuing its securities to public through IPO.
  9. The issuer or any of its promoters or directors are not declared as ‘Fraudulent Borrower’ by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016
  10. There has not been any violation of the deemed public issue norms under the provisions of Companies Act, 1956 / Companies Act, 2013 and rules made thereunder, with respect of pre-ipo capital issue by the company. [Note: please provide details if there are any violations]
  11. The company has appointed <name > as compliance officer in term of Regulation 23(8) of SEBI (ICDR) Regulations, 2018 and his contact details are given hereunder: <Provide contact details>
  12. The post issue paid-up equity capital shall not be less than INR 10 Crores and the market capitalization shall not be less than INR 25 crores.
  13. the net worth of the Issuer is positive; (In case of net worth being negative, confirm as follows: the issue size shall be more than Rs. 500 crores, out of which at least Rs.100 crores shall be fresh issue)
  14. The issuer has adhered to the conditions precedent to listing under Securities Contracts (Regulations) Act 1956, Companies Act 2013, RBI Guidelines, Securities and Exchange Board of India Act 1992, any rules and/or regulations framed and circulars, clarifications, guidelines issued, under foregoing statutes; and no statutory authority has restrained the issuer from issuing its securities to public through IPO.
  15. the issuer & promoter (other than individuals) has not been referred to the Board of Industrial & Financial Reconstruction (BIFR) and/or no proceedings have been admitted under Insolvency and Bankruptcy Code against the issuer and/or no winding up petition is admitted by NCLT against the Issuer
  16. the issuer, its promoters and promoter group, has not been in default in payment of listing fees to any stock exchange in the last three years or has not been delisted or suspended from trading in the past.
  17. the issuer, its promoters and promoter group has not been proceeded against by SEBI or other regulatory authority, except as disclosed in the draft offer document.
  18. In compliance with section 29(4) of the Aadhaar Act, 2016, the offer document does not contain the Aadhaar Card Numbers/information of any promoter/promoter group/group members or any individual.
  19. In case of pre-filing of draft offer document, please provide the below additional confirmations-the pre-filed draft offer document filed by the Issuer will be kept strictly confidential & the lead managers shall not conduct marketing or advertisement for the proposed issue before issuance of observations from SEBI.

10.

Confirmation from the Issuer regarding compliance with the provisions of Regulation 17 to 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015) relating to Corporate Governance

11.

Confirmation from Statutory Auditor/ Practicing Chartered Accountant/ Practicing Company Secretary stating whether the issuer is compliant with Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 relating to Corporate Governance

12.

The Company shall undertake to inform the Exchange forthwith of any material development which takes place after the filing of the application with the Exchange but prior to the issue of the in-principle approval that may render the information provided to the Exchange (whether in the application or otherwise) incorrect or outdated or which otherwise has a bearing on the proposed issue of securities.

13

If Company had filed the IPO documents with exchange in past, kindly provide details of the same.

AND

  1. following details of its listed group companies:
  1. Name of the Company:
  2. ISIN Number:
  3. Name of the Exchange, where it is listed:
  4. Scrip Code/Scrip Symbol:

If under suspension Reason for suspension:

14.

Undertaking from MD/ CS/ Compliance Officer/Lead Manager of the company stating:

  1. “We hereby confirm that the company or its promoters or wholetime directors are not in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021.”
  2. “We hereby confirm that the company, its promoters, its directors are not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017.”
  3. The dividend entitlement for the current year for all the existing shares including the shares issued in the public issue shall rank pari-passu.

 

15.

Upload of Issue Summary Document (ISD) as per SEBI Circular No.: SEBI/HO/CFD/PoD1/P/CIR/2023/29

Path- NEAPS > Issue > IPO > IPO XBRL Upload

16.

Contact Details:

From Company:

From BRLMs

17.

Screenshot of SEBI scores registration along with confirmation email received from SEBI Scores

18.

Public announcement disclosing the fact of filing / pre-filing (as the case may be) of the draft offer document.

 

Part B: Information to be provided in NEAPS

 

Sr. No.

Particulars

1

Full Name, PAN and Address of the Issuer, Promoters, Promoter Group and Directors

2

Processing Fees (0.05% of the issue size subject to minimum INR 5 Lakhs & maximum INR 40 Lakhs plus GST 18%)

 

Part C: Documents/details to be submitted at the time of filing of UDRHP-I

 

Sr. No.

Particulars

1.

UDRHP – I

2.

Confirmation from the Lead Manager that all the changes suggested by the Exchange and SEBI observations have been incorporated in the UDRHP- I

3

Copy of Covering Letter filed with SEBI by the lead manager(s) along with due diligence certificate and all the Annexures at the time of filing of UDRHP- I

4

Public announcement disclosing the fact of filing UDRHP- I

Part B: Information to be provided in NEAPS

 

Sr. No.

Particulars

1

Full Name, PAN and Address of the Issuer, Promoters, Promoter Group and Directors

2

Processing Fees (0.05% of the issue size subject to minimum INR 5 Lakhs & maximum INR 40 Lakhs plus GST 18%)

 

Part C: Documents/details to be submitted at the time of filing of UDRHP-I

 

Sr. No.

Particulars

1.

UDRHP – I

 

 

2.

Confirmation from the Lead Manager that all the changes suggested by the Exchange and SEBI observations have been incorporated in the UDRHP- I

3

Copy of Covering Letter filed with SEBI by the lead manager(s) along with due diligence certificate and all the Annexures at the time of filing of UDRHP- I

4

Public announcement disclosing the fact of filing UDRHP- I

 

Notes –

  1. Please note that in accordance with SEBI Circular no. SEBI/HO/CFD/PoD-1/P/CIR/2023/29 dated February 15, 2023, for the draft offer documents filed on or after March 01, 2023, the Issuers are required to provide Issue Summary Document (ISD) in XBRL (Extensible Business Reporting Language) format on NEAPS portal at the following path-

NEAPS > Issue > IPO > IPO XBRL Upload.

Also, the Issuers are required to provide a copy of all the public issue advertisements, which may be attached in the Additional attachments grid in Checklist Documents tab on NEAPS portal.

  1. Generally, the Exchange reverts to the Issuer with the queries/approval on the application within T+7 working days from receipt of the application. However, additional days may be required on case-to case basis.
  2. Satisfactory response to the queries raised by the exchange shall be submitted on immediate basis which in any way shall not be later than one month from the last requirement raised. Exchange reserves the right to return the applications if not responded satisfactorily within one month.

 

 

 

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Neha Verma

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Curious about how law, governance and business come together to shape better organisations. Focused on continuous learning, practical exposure and developing a strategic... View Full Profile

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