• Neha Verma
  • img September 17, 2026

IPO Eligibility & Regulatory Compliance Checklist – Mainboard, BSE SME & NSE Emerge

A comprehensive checklist covering SEBI, NSE and BSE eligibility, regulatory, financial, promoter, and listing requirements for Mainboard and SME IPOs.

IPO Eligibility & Regulatory Compliance Checklist – Mainboard, BSE SME & NSE Emerge

1. Mainboard IPO Checklist

A. SEBI — Profitability Route (Entry Norm I)

Eligibility Criteria

Requirement

Net Tangible Assets

At least ₹3 crore in each of the preceding 3 years

Cash / Cash Equivalents

For a fresh issue, not more than 50% of net tangible assets should consist of cash/cash equivalents

Operating Profit

Average operating profit (before tax) of at least ₹15 crore in any 3 of the preceding 5 years

Change of Name

At least 50% of previous year's revenue should come from the business conducted under the new name

Issue Size

Should not exceed 5× pre-issue net worth

 

B. SEBI — QIB Route (Entry Norm II)

If the company does not satisfy the profitability route:

Eligibility Criteria

Requirement

IPO Process

IPO should be conducted through the book-building process

QIB Allocation

At least 75% of the net offer should be allocated to QIBs

Minimum Allotment

Arrangements should be in place for refund of subscription money if the minimum allotment requirement is not met

 

C. Promoters / Directors / Investors

Compliance Area

Requirement

Disciplinary Action

No relevant disciplinary action against the company/promoters/directors/selling shareholders

Capital Market Access

Company and relevant promoters/directors/founders/investors should not be barred from accessing capital markets

Debarment

Any applicable debarment period should have expired

Association

Promoters/directors/founders/investors should not be associated with another company barred from accessing capital markets

Defaults

Promoters/directors/founders/investors should not be defaulters, where applicable

Fugitive Economic Offender

Relevant persons should not be classified as fugitive economic offenders

Promoter Holding

Promoters should collectively hold at least 20% of post-issue equity

 

D. NSE Mainboard Eligibility

Eligibility Criteria

Requirement

Promoter Experience

At least one promoter should have 3+ years of experience in the same industry

Financial Statements

Annual reports for the last 3 financial years should be available for submission to NSE

Net Worth

Positive net worth, where applicable to an issue size below ₹500 crore

Post-Issue Paid-Up Equity

More than ₹10 crore

Market Capitalization

More than ₹25 crore

Insolvency Proceedings

Certificate confirming no pending proceedings under insolvency/bankruptcy law

Winding-Up Petition

No winding-up petition received from the NCLT

 

E. BSE Mainboard Eligibility

Eligibility Criteria

Requirement

Post-Issue Paid-Up Capital

At least ₹10 crore

Minimum Issue Size

At least ₹10 crore

Market Capitalization

At least ₹25 crore

 

BSE Stage-Wise Checklist

  • In-principle approval stage
  • Issue opening stage
  • Basis of allotment stage
  • Listing & trading approval stage

 

F. Other Mainboard IPO Requirements

Requirement

Checklist

BSE Consent

[ ] Prior BSE consent obtained before using BSE's name in prospectus/offer-for-sale documents, where applicable

Exchange Application

[ ] Application filed with one or more stock exchanges

Designated Exchange

[ ] One exchange designated as the Designated Stock Exchange

Depository Arrangement

[ ] Arrangement established with NSDL/CDSL for dematerialization

Promoter Shares

[ ] Promoters' shares are in demat form before filing offer documents

Partly Paid Shares

[ ] Partly paid-up shares are fully paid or forfeited before filing the offer document

1% Deposit

[ ] 1% of the issue amount deposited with the Designated Stock Exchange before issue commencement

 

2. SME IPO Checklist

A. Basic SME Eligibility

Eligibility Criteria

Requirement

Post-Issue Paid-Up Capital

Should not exceed ₹25 crore

Promoters / Directors / Investors

Must satisfy applicable eligibility requirements

Capital Market Debarment

No applicable capital-market debarment

Defaults / Offences

Relevant persons should not be defaulters/offenders under applicable rules

 

B. BSE SME IPO Eligibility

Requirement

Eligibility Criteria

Net Worth

At least ₹1 crore for each of the 2 preceding full financial years

Net Tangible Assets

At least ₹3 crore in the latest preceding financial year

Track Record

At least 3 years

Operating Profit

Positive in 2 of the latest 3 financial years

Leverage Ratio

Not more than 3:1

 

BSE SME — Broking Company

Requirement

Eligibility Criteria

Net Worth & Profit

Minimum ₹5 crore each in any 2 of the last 3 financial years OR

Alternative Net Worth

Net worth of at least ₹25 crore in any 3 of the last 5 financial years

Net Tangible Assets

At least ₹3 crore as per latest audited financial results

Post-Issue Paid-Up Capital

₹3 crore

 

BSE SME — Microfinance Company

Requirement

Eligibility Criteria

Assets Under Management

At least ₹100 crore

Client Base

At least 10,000

Public Deposits

No public deposits

 

3. NSE SME (Emerge) IPO Checklist

A. Corporate Structure

Eligibility Criteria

Requirement

Incorporation

Incorporated in India under the Companies Act, 1956/2013

Post-Issue Paid-Up Capital

≤ ₹25 crore

 

B. Track Record & Promoters

Eligibility Criteria

Requirement

Track Record

3 years through company/promoter/converted firm, as applicable

Promoter Experience

At least 3 years' experience in the same industry

Promoter Holding

At least 20% of post-issue equity

 

C. Financial Eligibility

Eligibility Criteria

Requirement

Operating Profit

At least ₹1 crore in 2 of the last 3 financial years

Net Worth

Positive

Cash Flow

Positive

 

D. Offer for Sale (OFS)

OFS Criteria

Requirement

OFS Limit

OFS should not exceed 20% of the issue size

Selling Shareholder Limit

Individual selling shareholders should not sell more than 50% of their holdings, subject to applicable rules

 

E. Regulatory Compliance

Compliance Criteria

Requirement

BIFR / IBC

No applicable BIFR/IBC proceedings

Winding-Up Petition

No winding-up petition

Regulatory Ban

No applicable regulatory ban during the preceding 3 years

 

F. Cooling-Off / Merchant Banker

Criteria

Requirement

Cooling-Off Period

If an earlier NSE application was rejected, at least 6 months should have elapsed, where applicable

Lead Manager

Lead Manager should not have had a DRHP returned by NSE during the preceding 6 months, where applicable

 

 

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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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